EXHIBIT 5.1
Jenkens & Gilchrist Parker Chapin LLP
AUSTIN, TEXAS
THE CHRYSLER BUILDING (512) 499-3800
405 LEXINGTON AVENUE CHICAGO, ILLINOIS
NEW YORK, NEW YORK 10174 (312) 425-3900
DALLAS, TEXAS
(212) 704-6000 (214) 855-4500
FACSIMILE (212) 704-6288 HOUSTON, TEXAS
(713) 951-3300
www.jenkens.com LOS ANGELES, CALIFORNIA
(310) 820-8800
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
November 6, 2001
SPAR Group, Inc.
580 White Plains Road
Tarrytown, NY 10591
Ladies and Gentlemen:
We have acted as counsel for SPAR Group, Inc., a Delaware corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act") relating to
the registration of 3,600,000 shares of Common Stock, par value $.01 per share
(the "Shares"), issuable upon the exercise of options that have been, or may
from time to time be, granted under the Company's 2000 Stock Option Plan (the
"Plan").
In connection with the foregoing, we have examined the Registration Statement
and originals or copies, satisfactory to us, of the following: (i) the
certificate of incorporation and all amendments thereto of the Company as
certified by the Secretary of State of the State of Delaware on April 3, 2000;
(ii) the by-laws and all amendments thereto of the Company; (iii) records of
certain proceedings of the Board of Directors of the Company dated December 4,
2000, and a unanimous written consent of the Board of Directors of the Company
dated June 29, 2001, during or by which resolutions were adopted relating to the
approval of the Plan (items (i) through (iii) will be referred to individually
as a "Organizational Document" and collectively as the "Organizational
Documents"); and (iv) the Plan. We have not examined each option contract in
respect of options granted under the Plan. We have, however, examined the form
of option contract we are advised is the form of option contract used by the
Company under the Plan. We have also been informed that each option contract
between the Company and option holders under the Plan is substantially in the
form of the option contract we have examined. In addition, we have made such
other investigations of applicable statutes and regulations of the State of New
York and the United States of America and the applicable provisions of the DGCL
(as hereinafter defined) currently in effect as we deemed necessary under
customary practice to enable us to render this Opinion Letter.
In conducting our examination, we have assumed (with your consent) the
genuineness of all signatures , the legal capacity of all individual
signatories, the accuracy of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as copies (whether or
not certified). As to any facts material to such opinion, we have relied on
certificates of public officials and certificates, oaths and declarations of
officers or other representatives of the Company. Each of the governmental
certificates, publicly filed or recorded items and searches of public record (if
any) reviewed by us were obtained by an independent firm not under our control
or supervision, and we have assumed (with your consent) that they are sufficient
and would disclose no additional relevant facts if updated through the date of
this Opinion Letter. In addition, we have assumed (with your consent) and
without independent investigation have relied upon the factual accuracy of the
information contained in the items we examined and upon the assumptions we have
made in this Opinion Letter. Except as expressly set forth in this Opinion
Letter, we have not undertaken any independent investigation, examination or
inquiry to confirm or determine the existence or
Jenkens & Gilchrist Parker Chapin LLP
November 6, 2001
Page 2
absence of any facts, searched any of the books, records or files of the Company
or any other person, searched any internal file, court file, public record or
other information collection, or examined or reviewed anycommunication,
instrument, agreement, document, file, financial statement, tax return, minute,
record, lien, or other item. The Organizational Documents, the Plan and the
Registration Statement are the only items of their respective types reviewed by
us in connection with or covered by us in this Opinion Letter.
Our opinion is as of and limited to the date hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention or any changes in applicable law subsequent to the date hereof.
Whenever any opinion of ours refers to or includes the payment or other
performance of any obligation or the issuance, execution or delivery of any
instrument, certificate or other item after the date hereof, it is based on our
assumption that: (i) all relevant facts and circumstances will be the same at
such future time as we believe them to be on the date hereof (except as noted in
the next clause (ii)); (ii) each party will have taken all future or further
actions necessary or appropriate thereto; (iii) no relevant liens, filings,
approvals, permits or similar items will have expired or otherwise adversely
changed; and (iv) no changes will have occurred in any of the Registration
Statement, the Plan, the Organizational Documents, or other relevant
certificates and documents, applicable law, trade usage or course of dealings.
Finally, we are counsel admitted to practice only in the State of New York, and
we express no opinions as to the applicable laws of any jurisdiction other than
those of the State of New York, the Delaware General Corporation Law, including
the Constitution of the State of Delaware and reported judicial interpretations
thereof (together with the Delaware General Corporation Law, the "DGCL") and the
United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares
to be issued pursuant to the exercise of options granted or to be granted under
the Plan will be, when issued and the exercise price therefor fully paid
pursuant to the provisions of the Plan, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement. In giving this consent, however we are not thereby
admitting that we are within the category of persons whose consent is required
under Section 7 of the Act, the rules and regulations of the Securities Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-K promulgated
under the Act.
Very truly yours,
/s/ Jenkens & Gilchrist Parker Chapin LLP
Jenkens & Gilchrist Parker Chapin LLP