EXHIBITS 5 and 23(b)
OPINION OF COUNSEL
CONSENT OF COUNSEL
Schnader Harrison Segal & Lewis LLP
April 26, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549
Re: | Oppenheimer Holdings Inc. |
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel to Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 dated April 25, 2012, registering an aggregate of 500,000 shares of Class A non-voting common stock (the “Class A Shares”) of the Company reserved for issuance under the Oppenheimer & Co. Inc. Employee Share Plan (the “Plan”).
We are qualified to practice law in the State of New York. We have made no investigation of the laws of any jurisdiction other than, and the opinions hereinafter expressed are confined to, the corporation law of the State of Delaware and the federal securities laws.
We have examined such corporate records of the Company and other documents and certificates as we have deemed necessary and appropriate under the circumstances to furnish the following opinion:
1. | When the 500,000 Class A Shares have been duly issued and when the Company has received the consideration for the 500,000 Class A Shares in the manner contemplated by the Plan, the Class A Shares will be duly issued, fully paid and non-assessable shares of the Company. |
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and all amendments thereto and to the reference to our name under the heading “Interests of Named Experts and Counsel” in the Registration Statement.
Yours very truly,
/s/ Schnader Harrison Segal & Lewis LLP