Exhibit 5
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER, 65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(212) 451-2300
FACSIMILE
(212) 451-2222
www.ogfrwlaw.com
NEW JERSEY OFFICE
WATERVIEW PLAZA
2001 ROUTE 46, SUITE 202
PARSIPPANY, NEW JERSEY 07054
(973)541-1999
FACSIMILE (973) 541-9129
February 6, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Catskill Litigation Trust
Registration Statement on Form S-1
File No.
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-1 dated the
date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission by Catskill Litigation Trust, a Delaware statutory trust
(the "Litigation Trust"). The Registration Statement relates to the reoffer and
resale by a certain selling unitholder of 3,693,794 units of the Litigation
Trust (the "Units").
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Trust and
Declaration of Trust of the Litigation Trust, and such other documents,
instruments and certificates of representatives of the Litigation Trust and
public officials, and we have made such examination of law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
On the basis of and subject to the foregoing, we are of the opinion
that the Units have been duly authorized, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Securities and Exchange Commission
February 6, 2004
Page 2
We are members of the Bar of the State of New York and, except as
stated below, we express no opinion as to the laws of any jurisdiction other
than the State of New York, the statutory trust law of the State of Delaware,
and the federal laws of the United States of America.
Very truly yours,
/s/ Olshan Grundman Frome Rosenzweig & Wolosky LLP
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
