EXHIBIT 5
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August 6, 1997
Southern Energy Homes, Inc.
Highway 41 North
Addison, AL 35540
Attn: Keith W. Brown, Chief Financial Officer
RE: Registration Statement on Form S-3 filed on August 6, 1997
Ladies and Gentlemen:
We have acted as counsel to Southern Energy Homes, 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-3
(the "Registration Statement") pursuant to which the Company is registering
under the Securities Act of 1933, as amended (the "Act"), a total of 347,070
shares of common stock, $.0001 par value (the "Shares"). This opinion is being
rendered in connection with the filing of the Registration Statement.
In connection with this opinion, we have examined the following
documents (collectively, the "Documents"):
(i) the Certificate of Incorporation of the Company, as amended,
certified by the Secretary of the Company;
(ii) the By-laws of the Company certified by the Secretary of the
Company;
(iii) Resolutions adopted by the Board of Directors of the Company
authorizing, among other things, that the Company enter into an
Agreement and Plan of Reorganization by and between, among
others, the Company and BR Holding Corp.;
(iv) the Agreement and Plan of Reorganization by and between, among
others, the Company and BR Holding Corp., dated November 21,
1996; and
(v) a letter from the Company's Transfer Agent dated as of a recent
date as to the issued and outstanding shares of the Company.
Southern Energy Homes, Inc.
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August 6, 1997
We have, without independent investigation, relied upon the
representations and warranties of the various parties as to matters of objective
fact contained in the Documents.
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, the opinions hereafter expressed, whether or not
qualified by language such as "to our knowledge," are based solely upon (1) our
review of the Documents and (2) such review of published sources of law as we
have deemed necessary.
This firm, in rendering legal opinions, customarily makes
certain assumptions which are described in Schedule A hereto. In the course of
our representation of the Company in connection with preparation of the
Registration Statement, nothing has come to our attention which causes us to
believe reliance upon any of those assumptions is inappropriate, and, with your
concurrence, the opinions hereafter expressed are based upon those assumptions.
For purposes of those assumptions, the Enumerated Parties referred to in
Schedule A is the Company.
We express no legal opinion upon any matter other than those explicitly
addressed in numbered paragraph 1 below, and our express opinions therein
contained shall not be interpreted to be implied opinions upon any other matter.
Our opinions contained herein are limited to the laws of The
Commonwealth of Massachusetts, the Delaware General Corporation Law and the
Federal law of the United States of America.
1. Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and validly issued, and are fully paid and
non-assessable.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an Exhibit
to said Registration Statement and to the reference to our firm wherever it
appears in the Registration Statement, including the
Southern Energy Homes, Inc.
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August 6, 1997
prospectus constituting a part thereof and any amendments thereto. This opinion
may be used in connection with the offering of the Shares only while the
Registration Statement, as it may be amended from time to time, remains
effective under the Act.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: BROWN, RUDNICK, FREED & GESMER, P.C., a
Partner
By: /s/John G. Nossiff, Jr.
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John G. Nossiff, Jr., A Member
Duly Authorized
JGN/SRL/JRS/dmv
Southern Energy Homes, Inc.
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August 6, 1997
SCHEDULE A
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
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In rendering legal opinions in third party transactions, Brown,
Rudnick, Freed & Gesmer makes certain customary assumptions described below:
1. Each natural person executing any of the Documents has
sufficient legal capacity to enter into such Documents and
perform the Transactions.
2. Each of the Enumerated Parties holds requisite title and rights
to any property involved in the Transactions and purported to be
owned by it.
3. Each person other than the Enumerated Parties has all requisite
power and authority and has taken all necessary corporate or
other action to enter into those Transaction Documents to which
it is a party or by which it is bound, to the extent necessary
to make the Transaction Documents enforceable against it.
4. Each person other than the Enumerated Parties has complied with
all legal requirements pertaining to its status as such status
relates to its rights to enforce the Transaction Documents
against the Enumerated Parties.
5. Each Document is accurate, complete and authentic, each original
is authentic, each copy conforms to an authentic original and
all signatures are genuine.
6. All official public records are accurate, complete and properly
indexed and filed.
7. There has not been any mutual mistake of fact or
misunderstanding, fraud, duress, or undue influence by or among
any of the parties to the Transaction Documents.
8. The conduct of the parties to the Transaction has complied in
the past and will comply in the future with any requirement of
good faith, fair dealing and conscionability.
9. Each person other than the Enumerated Parties has acted in good
faith and without notice of any defense against the enforcement
of any rights created by, or adverse claim to any property or
security interest transferred or created as part of, the
Transaction.
10. There are no agreements or understandings among the parties to
or bound by the Transaction, and there is no usage of trade or
course of prior dealing among such parties, that would define,
modify, waive, or qualify the terms of any of the Transaction
Documents.
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August 6, 1997
11. The Enumerated Parties will not in the future take any
discretionary action (including a decision not to act) permitted
under any Transaction Document that would result in a violation
of law or constitute a breach or default under that or any other
Transaction Document or court or administrative orders, writs,
judgments and decrees that name any Enumerated Party and are
specifically directed to it or its property.
12. The Enumerated Parties will obtain all permits and governmental
approvals not required at the time of the Closing of the
Transaction but which are subsequently required, and will take
all actions similarly required, relevant to subsequent
consummation of the Transactions or performance of the
Transaction Documents.
13. All parties to or bound by the Transaction Documents will act in
accordance with, and will refrain from taking any action that is
forbidden by, the terms and conditions of the Transaction
Documents.