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Exhibit 5.01
One Oxford Centre MORGAN, LEWIS
Thirty-Second Floor & BOCKIUS LLP
Pittsburgh, PA 15219-6401 Counselors at Law
412-560-3300
Fax: 412-560-3399
September 16, 1997
UniCapital Corporation
1111 Kane Concourse
Suite 301
Bay Harbor Island, FL 33154
Re: Registration Statement on Form S-1
File No. 333-46603
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Ladies and Gentlemen:
We have acted as counsel to UniCapital Corporation, a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-1,
File No. 333-46603 (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to the public offering of an aggregate of 32,200,000 shares
(the "Shares") of the Company's Common Stock, par value $.001 per share ("Common
Stock"), to be sold by the Company to the underwriters for whom Morgan Stanley
Dean Witter, Salomon Smith Barney, NationsBanc Montgomery Securities LLC and
Friedman, Billings, Ramsey & Co., Inc. are acting as representatives of the
several underwriters (the "Underwriters"), of which up to 4,200,000 shares are
shares of Common Stock which the Underwriters will have an option to purchase
from the Company solely for the purpose of covering over-allotments.
We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and Bylaws, each as amended to date. We have also
examined such other public and corporate documents, certificates, instruments
and corporate records, and such questions of law, as we have deemed necessary
for purposes of expressing an opinion on the matters hereinafter set forth. In
all examinations of documents, instruments and other papers, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostatic or other copies.
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On the basis of the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the plan of distribution set forth in the
Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.01 to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof
under the caption "Legal Matters."
Yours truly,
/s/ MORGAN, LEWIS & BOCKIUS LLP