KUTAK ROCK LLP
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www.kutakrock.com OMAHA
PASADENA
PITTSBURGH
SCOTTSDALE
WASHINGTON
January 5, 2000
Summit Securities, Inc.
601 West First Avenue
Spokane, WA 99201-5015
Re: Summit Securities, Inc. Variable Rate Cumulative Preferred Stock,
Series S-3
Ladies and Gentlemen:
We have acted as counsel to Summit Securities, Inc. (the "Company") in
connection with the filing of a registration statement to which this opinion is
filed as an exhibit on Form S-2, under the Securities Act of 1933, as amended
(the "Act"). The registration statement covers a proposed offering by the
Company of up to 200,000 shares of Variable Rate Cumulative Preferred Stock,
Series S-3 at $100 per share (the "Preferred Stock"). Such registration
statement, as amended, on file with the Securities and Exchange Commission (the
"Commission") at the time such registration statement becomes effective
(including financial statements and schedules, exhibits and all other documents
filed as a part thereof or incorporated therein) are herein referred to as the
"Registration Statement."
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and corporate minutes as we deemed necessary to the performance of our
services and to give this opinion. We have also examined and are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records and other instruments as we have
deemed necessary for the preparation of this opinion. In expressing this
opinion, we have relied, as to any questions of fact upon which our opinion is
predicated, upon representations and certificates of the officers of the
Company.
In giving this opinion we assumed:
(a) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
(b) the conformity to originals and the authenticity of all
documents supplied to us as certified, photocopied, conformed or facsimile
copies and the authenticity and completeness of the originals of any such
documents; and
KUTAK ROCK LLP
January 5, 2000
Page 2
(c) the proper, genuine and due execution and delivery of all
documents by all parties to them and that there has been no breach of the
terms thereof.
Based upon the foregoing and subject to the qualifications set forth
above, and assuming (i) that the Registration Statement has become effective
under the Act, (ii) that all required actions are taken and conditions satisfied
with respect to the issuance of the Company's Preferred Stock as specified in
the prospectus and (iii) consideration is received for the Preferred Stock: we
are of the opinion that, when issued the Preferred Stock will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name in the Registration Statement.
In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission promulgated pursuant thereto.
Very truly yours,
/s/ Kutak Rock LLP
Kutak Rock LLP