EXHIBIT 5
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NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
July 22, 1998
12856-44
Carey International, Inc.
4530 Wisconsin Avenue, N.W.
Washington, DC 20016
Gentlemen/Ladies:
Reference is made to that certain Registration Statement on Form S-4 (the
"Registration Statement") which Carey International, Inc., a Delaware
corporation (the "Company"), has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 3,000,000 shares of common stock, $.01 par value, of
the Company (the "Shares"). We understand that the Shares may be offered and
issued by the Company from time to time in connection with acquisitions of other
businesses or properties by the Company.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined original or certified copies of the
Certificate of Incorporation of the Company, the Company's By-laws, the
corporate records of the Company to the date hereof, certificates of public
officials, and such other documents, records and materials as we have deemed
necessary in connection with this opinion letter. Based upon the foregoing, and
in reliance upon information from time to time furnished to us by the Company's
officers, directors and agents, we are of the opinion that the Shares, or any
portion thereof, when duly authorized, issued and delivered by the Company (a)
pursuant to the terms and conditions contained in the applicable agreement
evidencing an acquisition and (b) in accordance with the Company's Certificate
of Incorporation and By-laws and the Delaware General Corporation Law (all as
amended through the date of such issuance), will be validly issued, fully paid
and non-assessable.
We understand that this opinion letter is to be used in connection with the
Registration Statement, as finally amended, and hereby consent to the filing of
this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters." It is understood that this opinion letter is to be used in
connection with the offering and sale of the Shares only while the Registration
Statement, as amended from time to time, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
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Nutter, McClennen & Fish, LLP
JED/DSS