ShawPittman
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A Law Partnership Including Professional Corporation
EXHIBIT 5
May 1, 2001
Xxxx Centers, Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Re: Form S-8 Registration Statement
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Dear Sirs:
We have acted as counsel for Xxxx Centers, Inc., a Maryland corporation
(the "Company"), in connection with a Registration Statement on Form S-8 which
is being filed by the Company under the Securities Act of 1933, as amended (the
"Registration Statement"). The Registration Statement relates to the offering
of up to 50,000 shares of common stock, par value $.01 per share (the "Shares"),
of the Company, that may be offered and sold from time to time pursuant to the
Company's Deferred Compensation and Stock Plan for Directors (the "Plan").
For the purposes of this opinion, we have examined copies of the following
documents:
1. The Registration Statement;
2. The Articles of Incorporation of the Company (the "Articles of
Incorporation"), as amended, restated or supplemented, as of the date
hereof;
3. The Bylaws of the Company (the "Bylaws"), as amended, restated or
supplemented, as of the date hereof;
4. The Resolutions of the Board of Directors of the Company dated April
27, 2001;
5. A certificate of an officer of the Company dated as of the date
hereof; and
6. Such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.
In our examination of the foregoing documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies.
Xxxx Centers, Inc.
May 1, 2001
In connection with the opinions expressed below, we have assumed that, at
and prior to the time of the sale and delivery of the Shares pursuant to the
Registration Statement, (i) the Resolutions of the Board of Directors
authorizing the offering and sale of the Shares have not been amended, modified
or rescinded, (ii) the Registration Statement has been declared effective and no
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings with respect thereto have been commenced or
threatened, and (iii) there has not occurred any change in law materially
adversely affecting the power of the Company to offer and sell the Shares or the
validity of the Shares. We have also assumed that the offering, sale and
delivery of Shares will not at the time of such offering and sale violate or
conflict with (1) the Articles of Incorporation, as then amended, restated and
supplemented, and the Bylaws, as then amended, restated and supplemented, of the
Company, (2) any provision of any license, indenture, instrument, mortgage,
contract, document or agreement to which the Company is a party or by which the
Company is then bound, or (3) any law or regulation or any decree, judgment or
order applicable to the Company. We have further assumed that the number of
Shares to be offered and sold pursuant to the Registration Statement will not at
the time of such offering and sale exceed the amount of such class of capital
shares authorized in the Articles of Incorporation, as then amended, restated or
supplemented, and unissued at such time.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and when sold, issued and delivered by the Company in the manner
and on the terms described in the Registration Statement and the Plan, the
Shares will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States and the General
Corporation Law of Maryland, and we express no opinion as to the laws of any
other jurisdiction. Our opinion is rendered only with respect to the laws and
the rules, regulations and orders thereunder that are currently in effect. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion. This opinion has been prepared solely for your
use in connection with the filing of the Registration Statement, and should not
be quoted in whole or in part or otherwise be referred to, nor otherwise be
filed with or furnished to any governmental agency or other person or entity,
without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX
