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EXHIBIT 5
[GIBSON, DUNN CRUTCHER LLP LETTERHEAD]
March 9, 1998
(714) 451-3800 C 75293-00032
RemedyTemp, Inc.
32122 Camino Capistrano
San Juan Capistrano, CA 92675
Re: Registration Statement on Form S-8
for Amended and Restated 1996 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on the date hereof, to register
under the Securities Act of 1933, as amended (the "Act"), an additional 325,000
shares of the Company's Class A Common Stock, par value $0.01 per share (the
"Common Stock"), available to be issued pursuant to awards granted under the
Company's Amended and Restated 1996 Stock Incentive Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined originals and copies, certified or
otherwise, identified to our satisfaction, of the Plan, the Company's Amended
and Restated Articles of Incorporation and Amended and Restated Bylaws, and the
records of corporate proceedings and other actions taken by the Company in
connection with the Plan and the Common Stock issuable thereunder, and such
other documents, corporate records and other instruments as we have deemed
necessary or appropriate. Based upon the foregoing and in reliance thereon, and
subject to (i) compliance with applicable state securities laws and (ii) the
effectiveness of the Registration Statement pursuant to the Act, it is our
opinion that the Common Stock, when issued and paid for in accordance with the
Registration Statement and the Plan, will be validly issued, fully paid and
non-assessable.
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RemedyTemp, Inc.
March 9, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher
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GIBSON, DUNN & CRUTCHER LLP
WLS/CNL/MJB