| | EXHIBIT (5)
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| | FOLEY & LARDNER LLP
ATTORNEYS AT LAW |
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| | 777 EAST WISCONSIN AVENUE, SUITE 3800
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
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| | March 18, 2004 | |
Hudson Highland Group, Inc.
622 Third Avenue
New York, New York, 10017
Ladies and Gentlemen:
We have acted as counsel for Hudson Highland Group, Inc., a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-3 (Registration No. 333-110765) and an additional Registration Statement on Form S-3 (Registration No. 333-113703) filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (collectively, the “Registration Statement”), including the prospectus constituting a part thereof, dated December 4, 2003, and the supplement to the prospectus, dated March 18, 2004 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance and sale of 1,273,885 shares of the Company’s common stock, $.001 par value (the “Offering Shares”), in the manner set forth in the Prospectus.
In connection with our representation, we have examined: (i) the Registration Statement, including the Prospectus; (ii) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, as amended to date; (iii) resolutions of the Company’s Board of Directors and the action of the Special Offering Committee of the Board of Directors relating to the authorization of the issuance of the Offering Shares; and (iv) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the State of Delaware.
2. The Offering Shares covered by the Registration Statement, when issued and paid for in the manner contemplated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the deemed incorporation by reference of this opinion into the Registration Statement and the references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
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| Very truly yours,
/s/ FOLEY & LARDNER
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