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EXHIBIT 5
[XXXXX, XXXXXXXX & XXXXX LETTERHEAD]
December 4, 2000
Xxx Xxxxx, Inc.
000 X. Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Re: Xxx Xxxxx, Inc. 1994 Nonstatutory Stock Option Agreement and 1997
Nonstatutory Stock Option Agreement; Sale of up to 30,000 Shares of
Common Stock
Gentlemen:
We have acted as counsel to Xxx Xxxxx, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance and sale by the Company of
up to 30,000 shares of Common Stock, $.10 par value ("Common Stock"), of the
Company pursuant to the exercise of stock options granted by the Company to
consultants under the Company's general corporate powers (the "Plan"), as
further described in a Registration Statement on Form S-8 filed by the Company
with the Securities and Exchange Commission (herein referred to as the
"Registration Statement").
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purpose of giving the opinions
hereinafter set forth. We have assumed the genuineness and authenticity of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization, execution, delivery or
recordation of all documents where due authorization, execution or recordation
are prerequisites to the effectiveness thereof.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Plan has been duly and
validly authorized and adopted, and the 30,000 shares of Common Stock that may
be issued and sold by the Company upon exercise of the stock options granted in
connection with the Company's Plan will, upon issuance and delivery against
payment therefor, be legally issued, fully paid and nonassessable.
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December 4, 2000
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
statements made regarding our Firm and to the use of our name under the heading
"Item 5. Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
XXXXX, XXXXXXXX & XXXXX,
a Professional Corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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