Exhibit 5.1
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Opinion of Hogan & Hartson L.L.P.
June 30, 1997
Board of Directors
Strayer Education, Inc.
1025 15th Street, N.W.
Washington, D.C. 20005
Dear Gentlemen:
This firm has acted as special counsel to Strayer Education, Inc. (the
"Company"), a Maryland corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of 1,000,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company ("Common Stock"), issued
or issuable under the Company's 1996 Stock Option Plan (the "Plan"). This
letter is furnished to you pursuant to the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with such
registration.
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by certain officers of the
Company on the date hereof as being complete, accurate and in
effect.
3. The Articles of Incorporation of the Company, as certified on June
24, 1997 by the Secretary of State of the State of Maryland and
on the date hereof by certain officers of the Company as then
being complete, accurate and in effect.
4. The Amended and Restated Bylaws of the Company, as certified by
certain officers of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
June 15, 1996, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect,
relating to, among other things, approval of the Plan.
6. A certificate of certain officers of the Company, dated June 30,
1997, as to certain facts relating to the Company.
For purposes of rendering this opinion, we have not, except as
specifically identified above, made any independent review or investigation of
factual or other matters, including the organization, existence, good standing,
assets, business or affairs of the Company. In our examination of the aforesaid
certificates, records and documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents and the conformity to authentic original documents of all documents
submitted to us as copies (including telecopies). We also have assumed the
accuracy, completeness and authenticity of the foregoing certifications (of
public officials, governmental agencies and departments and corporate officers)
and statements of fact, on which we are relying, and have made no independent
investigations thereof. In rendering
this opinion we have relied as to factual matters, without independent
investigation, upon the representations, warranties and certifications made by
the company and upon the officers' certificate identified in paragraph 7 above.
This opinion is given in the context of the foregoing.
This opinion is based as to matters of law solely on the General
Corporation Law of the State of Maryland, as amended, and we express no opinion
as to any other laws, statutes, regulations, or ordinances, including without
limitation any federal or state tax or securities laws or regulations. We note
that our firm only requires lawyers to be qualified to practice law in the
District of Columbia, Virginia, or Maryland.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan (with the Company
having received the consideration therefor, the form of which is in accordance
with applicable law), will be validly issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Registration Statement
on the date of this letter, and should not be quoted in whole or in part or
otherwise be referred to, nor be filed with or furnished to any governmental
agency or other person or entity, without the prior written consent of this
firm.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.