EXHIBIT 5
XXXXXX XXXXXX & XXXXX
A Partnership Including Professional Corporations
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0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000
Telephone (000) 000-0000 Facsimile (000) 000-0000
X. Xxxxxxxx Xxxxxxxxx, Jr.
(000) 000-0000
February 12, 1997
Delphi Information Systems, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We have acted as special counsel to Delphi Information
Systems, Inc., a Delaware Corporation (the "Company"), in connection
with the registration on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), of 28,321,060 shares of the Company's Common
Stock, par value $.10 par share (the "Shares"), to be resold by the
Selling Stockholders. We have examined such documents, records and
matters of law as we have deemed necessary for the purposes of this
opinion, and based thereon, we are of the opinion that the Shares have
been duly authorized and are either validly issued, fully paid and
nonassessable or, in the case of Shares issued upon exercise of
warrants, will be validly issued, fully paid and nonassessable when
issued in accordance with their terms.
We hereby consent to the filing of this opinion as Exhibit 5
to Registration Statement No. 333-12781 on Form S-3 filed by the
Company with the Securities and Exchange Commission under the Act.
XXXXXX XXXXXX & XXXXX
By /s/ X. Xxxxxxxx Xxxxxxxxx, Jr.
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X. Xxxxxxxx Xxxxxxxxx, Jr.
