EXHIBIT 5
Xxxxxxxxx X. Xxxxxxx
Direct Dial: (000) 000-0000
Direct Fax: (000) 000-0000
E-Mail: xxxxxxxx@xxxx.xxx
October 18, 2001
Clarus Corporation
0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Re: Stock Option Agreement between Clarus Corporation and Xxxx
Xxxxxx, Chief Operating Officer of Clarus Corporation
Gentlemen:
We have served as counsel for Clarus Corporation (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of an aggregate of 150,000 shares of its common stock, $.0001 par value (the
"Shares"), which are proposed to be offered and sold pursuant to a certain stock
option agreement dated August 15, 2001, between the Company and Xxxx Xxxxxx,
Chief Operating Officer of the Company (the "Agreement"), and pursuant to the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission (the "Commission") with
respect to the Shares.
We have reviewed the Company's certificate of incorporation and
bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified to our satisfaction, of corporate records of
the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments and documents, as a basis for the opinions
hereinafter expressed. In rendering this opinion, we have relied upon
certificates of public officials and officers of the Company with respect to the
accuracy of the factual matters contained in such certificates. We also have
reviewed the Agreement and the Registration Statement.
In connection with such review, we have assumed with your permission
(1) the genuineness of all signatures; (2) the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies; and (3) the proper
issuance and accuracy of certificates of public officials and officers and
agents of the Company. In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the Agreement, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of Delaware. This
opinion is rendered as of the date hereof, and we undertake no obligation to
advise you of any changes in applicable law or any other matters that may come
to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act, or other rules and regulations of the
Commission thereunder.
XXXXXX XXXXXXX XXXXXXXXX & XXXX
A Professional Limited Liability Company
/s/ Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC
