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Exhibit 5.1
Hogan & Hartson L.L.P.
June 17, 2003
Board of Directors
On Assignment, Inc.
26651 West Agoura Road
Calabasas, CA 91302
Ladies and Gentlemen:
We are acting as counsel to On Assignment, Inc., a Delaware corporation (the "Company"), in connection with its registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission relating to the 1,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), issuable in connection with the On Assignment, Inc. Restated 1987 Stock Option Plan (the "Plan"). The shares of Common Stock underlying the Plan are referred to herein as the "Shares." This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents:
- 1.
- An executed copy of the Registration Statement.
- 2.
- A copy of the Plan, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
- 3.
- The Restated Certificate of Incorporation of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
- 4.
- The Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
- 5.
- Resolutions of the Board of Directors of the Company adopted by unanimous written consent on April 18, 2003, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to, among other things, approval of the Plan, the filing of the Registration Statement and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term "Delaware General Corporation Law, as amended" includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. We hereby consent to the filing of this
opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.
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| | | Very truly yours, |
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/s/ HOGAN & HARTSON L.L.P. |
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HOGAN & HARTSON L.L.P. |
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