EXHIBIT 5
EXHIBIT 5
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Gadsby & Hannah LLP
225 Franklin Street
Boston MA 02110
June 27, 1997
Board of Directors
Shared Technologies Fairchild Inc.
100 Great Meadow Road
Wethersfield, Connecticut 06109
Gentlemen and Ms. Hercot:
You have requested our opinion, as counsel to Shared Technologies
Fairchild Inc. (the "Company"), with respect to certain matters in connection
with a proposed offering of 250,000 shares of the Company's Common Stock, $.004
par value (the "Shares"), by the Company, pursuant to options granted and to be
granted under the Company's 1994 Director Option Plan (the "Plan"). The offering
is to be made pursuant to a Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission on or about June 27, 1997 (the
"Registration Statement").
In rendering this opinion we have reviewed, among other documents, the
Plan documents, the Company's Restated Certificate of Incorporation and Amended
and Restated Bylaws, as amended to date, and certifications as to the
proceedings of the Company's stockholders and Board of Directors relating to the
authorization and issuance of the Shares. We have also considered such statutes,
rules and regulations as we have deemed relevant for the purposes hereof.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares to be sold by the Company, when issued and sold pursuant to
the Plan and options granted thereunder, will be legally authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Gadsby & Hannah LLP