15 March 2000
topjobs.net plc
Innovation House
Daten Park
Birchwood
Warrington
WA3 6UT
Dear Sirs
topjobs.net plc
- ---------------
We act as Counsel to topjobs.net plc ("the Company") in the United Kingdom and
have been requested to provide you with a legal opinion on certain matters
concerning the registration of 1,002,698 of the Company's Ordinary Shares,
nominal value 0.02p per share ("the Shares") to be issued pursuant to the
Company's Executive Share Option Plan ("the Plan") in accordance with a
Registration Statement on Form S-8 ("the Registration Statement") to be filed
under the Securities Act of 1933, as amended ("the Securities Act").
In connection with this opinion we have made such legal and factual examinations
and inquiries, including an examination of the Registration Statement, the
Company's Memorandum and Articles of Association and such other documents and
records as we have deemed necessary or appropriate. In our examination, we have
assumed:
(a) the genuineness of all signatures, the authenticity and completeness of
all documents submitted to us as originals, and the completeness and
conformity to authentic original documents of all documents submitted to
us as copies;
(b) that there is no provision of the law of any jurisdiction other than
England which would have an adverse implication in relation to the
opinions expressed hereunder;
With respect to the issue of Shares by the Company we have assumed that the
Shares will be issued and the certificates evidencing the same will be duly
delivered in accordance with the respective terms of the Plan, and against
receipt of the consideration stipulated therefor, which will not be less than
the nominal value of the Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorised and, when issued and paid for in accordance with the foregoing
assumptions, will be validly issued, fully paid and non-assessable.
Qualifications
- --------------
1. We have obtained the advice of Officers of the Company in all cases as we
have deemed necessary as a basis for the opinions expressed above.
2. The opinions set forth above are subject to and exclude the effect of
general principals of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing (regardless of
whether considered in a proceeding in equity or at law) and discretion
available to a Court.
3. The opinions set forth above are also subject to and exclude, the effect
of any applicable dissolution, bankruptcy, liquidation, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganisation, moratorium or similar law affecting creditors'
rights and remedies generally.
4. No opinions other than those stated above are expressed as to the form,
content or effect of:
(a) the Registration Statement; or
(b) the Plan.
on which you should obtain the advice and/or opinion of Greenberg Traurig
and PricewaterhouseCoopers respectively.
5. The partners of this firm are admitted to practice as Solicitors of the
Supreme Court in England and the opinions expressed above are limited to
matters governed by the laws of England and the English Courts and are
limited to the matters expressly stated herein and do not purport to, and
shall not be taken as being referable to the laws or jurisdiction of any
other country or state.
6. The opinions set forth herein are as of the date of this letter and we do
not render any opinion as to the effect of any change in any fact,
circumstance or law or any other matter which may occur or be effective
2
subsequent to the date hereof. We disclaim any responsibility to inform
the addressees hereof or any other person or entity of any such change or
occurrence which may come to our attention.
7. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this opinion and consent, we do not
thereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules
and registration of the Securities and Exchange Commission promulgated
thereunder.
Governing Law
- -------------
This opinion shall be governed by and construed in accordance with the laws of
England.
Yours faithfully
BEACHCROFT WANSBROUGHS
3