April 3, 1996
(213) 229-7000 C 00335-00014
20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California 91367
Re: 20th Century Industries -
Form S-8 Registration Statement
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Ladies and Gentlemen:
We have acted as special counsel to 20th Century Industries, a
California corporation (the "Company"), in connection with (i) the filing with
the Securities and Exchange Commission (the "Commission") of the Company's
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act") covering 361,656 shares of
common stock, without par value ("Common Stock"), of the Company which have
previously been issued or may be issued in the future pursuant to awards under
the Company's Restricted Shares Plan (the "Plan"), and (ii) the preparation of
(a) a reoffer prospectus as permitted by General Instruction C for Form S-8
(the "Reoffer Prospectus"), covering 47,438 shares of Common Stock previously
issued under the Plan during the two years prior to the date hereof to persons
who may be considered affiliates of the Company, as defined in Rule 405 under
the 1933 Act, and (b) the prospectus to be delivered to recipients of awards
under the Plan as required pursuant to Item 1 of Form S-8 (the "Prospectus").
As such counsel, we have examined the Registration Statement, the
Reoffer Prospectus, the Prospectus, the Plan and exhibits thereto and such
other documents, and have obtained such certificates and assurances from
officers and representatives of the Company and
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April 3, 1996
Page 2
made such additional inquiries, as we have deemed necessary for the purpose
of rendering this opinion. We have assumed the genuineness of all
signatures on, and the authenticity of, all documents and instruments
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as copies. We have also examined the proceedings
heretofore taken by the Company in connection with the adoption of the Plan
and amendments thereto and by the committee of directors administering the
Plan (the "Committee") in connection with the grant of shares of Common Stock
pursuant to the Plan, and we assume for the purposes of this opinion that
neither the Company nor the Committee has or will grant any award under the
Plan pursuant to which shares of Common Stock could be issued for
consideration that is not adequate in form or amount to support the issuance
of fully paid stock under applicable state law.
On the basis of and in reliance upon the foregoing examinations,
inquiries and assumptions, and such other matters of fact and questions of law
as we have deemed appropriate, and subject to the limitations contained herin,
we are of the opinion that (i) the shares of Common Stock covered by the
Reoffer Prospectus have been duly and validly issued and are fully paid and
nonassessable and (ii) the shares of Common Stock to be issued in the future
by the Company pursuant to the Plan will, when issued in accordance with the
terms of the Plan, be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhitit 5 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" contained in the Reoffer Prospectus. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act or the General Rules and Regulations
of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER
PFZ/BPW/DMM
LA960930.091/1+ EXHIBIT 5
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