EXHIBIT 5
XXXXX & XXXXXXX
(A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
ATTORNEYS AT LAW
000 XXXX XXXXXXX XXXXXX, XXXXX 000
XXXX XXXXX, XXXXX 00000-0000
X. XXXXX XXXXX, P.C.
J. XXXXXX XXXXXXX, P.C.
XXXXXXXX X. XXXXXXX, P.C. FAX (000) 000-0000
XXXXXX X. XXXXX, P.C. TELEPHONE (000) 000-0000
XXXXX X. XXXXXXXX, P.C. METRO (000) 000-0000
October 24, 1995
Surety Capital Corporation
0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
Re: Registration No. 33-35415; Registration Statement on
Form S-8, Surety Capital Corporation 1988 Incentive
Stock Option Plan
Gentlemen:
Pursuant to your request, we have examined a copy of the Surety Capital
Corporation 1988 Incentive Stock Option Plan (the "Plan"), which was approved by
the Board of Directors in August 1988 and by the shareholders of Surety Capital
Corporation (the "Company") in August 1988. We have also examined the
Certificate of Incorporation of the Company, as amended, the Restated Bylaws of
the Company, and corporate proceedings of the Company as reflected in minutes of
meetings of the shareholders and the Board of Direc tors of the Company.
Based upon our examination of the foregoing papers and docu ments, together
with the examination of such other papers and documents and the investigation of
such matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:
Shares of the Common Stock of the Company purchasable upon the exercise of
any option granted under the Plan will, upon issuance by the Company in
accordance with the terms of the respective agreements under which such options
may be granted, be duly and validly issued, and will be fully paid and
nonassessable, whether such shares shall theretofore have been authorized but
unissued shares of the Common Stock of the Company or shares reacquired by the
Company and held by it as treasury shares, provided that the purchase price
under each such agreement shall be at least equal to the par value of the shares
issued thereunder.
We consent to the use of this opinion in connection with the Registration
Statement on Form S-8 and the Prospectus constituting a part thereof filed by
the Company with the Securities and Exchange Commission for the registration
under the Securities Act
Surety Capital Corporation
October 24, 1995
Page 2
of 1933, as amended, of the resale of 71,718 shares of the Common Stock of the
Company and an undetermined number of additional shares as may become issuable
thereunder as required by the anti-dilution provisions of the Plan.
Very truly yours,
XXXXX & HOLLAND
By: Xxxxxxxx X. Xxxxxxx, P.C.,
Partner
By:/s/ Xxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxx X. Xxxxxxx,
President
