XXXXXXX & STUART
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS
ATTORNEYS AT LAW
0000 Xxxxx Xxxxxx
Xxx Xxxx Xxxxxx, XX 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
XXXXXX XXXXXXX* WASHINGTON D.C. OFFICE:
XXXX X. XXXXXX 0000 X XXXXXX, X.X., 00XX FLOOR
------------ WASHINGTON, D.C. 20006
*ADMITTED ONLY IN CALIFORNIA TEL (000) 000-0000 FAX (000) 000-0000
May 22, 2000
Americorp
000 X. Xxxx Xxxxxx
Xxxxxxx XX 00000
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") being filed by Americorp (the "Company") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an additional 260,000 shares of the
Company's common stock, (the "Additional Common Stock"), issuable pursuant to
stock grants or upon the exercise of stock options granted pursuant to the
Company's 1998 Stock Option Plan, as amended (the "Plan").
In rendering this opinion, we have examined such documents and records as
we have deemed relevant. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as certified or reproduced copies.
Based upon the foregoing and such other and further review of fact and law
as we have deemed necessary or appropriate under the circumstances, and assuming
that (i) all options granted under the Plan will be granted pursuant to the
terms of the Plan, (ii) the consideration for the shares of Additional Common
Stock issued pursuant to the exercise of such options will be received prior to
the issuance thereof and (iii) the shares of Additional Common Stock issued
pursuant to the exercise of such options will be issued in accordance with the
terms of the Plan and the option agreements (as appropriate), upon which
assumptions the following opinions are expressly conditioned, it is our opinion
that the shares of Additional Common Stock issued upon the exercise of options
granted pursuant to the Plan and pursuant to the Registration Statement will,
when sold in accordance with the terms of the Plan and the option agreements, be
validly issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related
documents, nor is it to be filed with or furnished to any government agency or
other person, without the prior written consent of this firm in each instance.
This firm hereby consents to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to the undersigned under the
heading "Legal Matters" therein and in any prospectus delivered to participants
in the Plan and any amendments thereto.
Respectfully submitted,
/s/ Xxxxxxx & Xxxxxx
XXXXXXX & XXXXXX
JFS: wsm
