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Exhibit 5.1
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NY 10174 THE WASHINGTON HARBOUR
TELEPHONE (212) 973-0111 3000 K STREET, NW, SUITE 300
FACSIMILE (212) 891-9598 WASHINGTON, DC 20007-5116
WWW.SWIDLAW.COM TELEPHONE (202) 424-7500
FACSIMILE (202) 424-7647
May 6, 2003
Portfolio Recovery Associates, Inc.
120 Corporate Boulevard
Norfolk, Virginia 23502
Ladies and Gentlemen:
Portfolio Recovery Associates, Inc., a Delaware corporation (the
"Company"), intends to transmit for filing with the Securities and Exchange
Commission a registration statement under the Securities Act of 1933, as
amended, on Form S-1 (the "Registration Statement") relating to the sale by
certain selling stockholders to the underwriters of up to 3,450,000 shares of
common stock, par value $0.01 per share (the "Common Stock") (450,000 of which
are subject to the underwriters' over-allotment option), which will be purchased
by the underwriters from the selling stockholders pursuant to the Registration
Statement. This opinion is an exhibit to the Registration Statement.
We have acted as special securities counsel to the Company and to the
selling stockholders with respect to the proposed offer and sale of the Common
Stock pursuant to the Registration Statement, and in such capacity we have
participated in various corporate and other proceedings taken by or on behalf of
the Company or the selling stockholders in connection therewith. However, we are
not general counsel to the Company or the selling stockholders and would not
ordinarily be familiar with or aware of matters relating to the Company or the
selling stockholders unless they are brought to our attention by representatives
of the Company or by the selling stockholders.
We have examined copies (in each case signed, certified or otherwise
proven to our satisfaction to be genuine) of the Company's Amended and Restated
Certificate of Incorporation and all amendments thereto, its Amended and
Restated By-Laws as presently in effect, and minutes and other instruments
evidencing actions taken by its directors and stockholders relating to the
Company and the proposed offering. We have assumed the genuineness of all
signatures and the authenticity of all agreements, documents, certificates and
instruments submitted to us as originals and the conformity with the originals
of all agreements, instruments, documents and certificates submitted to us as
copies. Insofar as this opinion may relate to securities to be issued in the
future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance are the same as such laws, rules and
regulations in effect as of the date hereof.
Portfolio Recovery Associates, Inc.
May 6, 2003
Page 2
Except as expressly stated in the following sentence, we express no
opinion herein as to the laws of any jurisdiction other than the federal laws of
the United States. Insofar as this opinion may involve the laws of the State of
Delaware, our opinion is based solely upon our reading of the Delaware General
Corporation Law.
Based on the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us it is our
opinion that the maximum of 3,450,000 shares of Common Stock to be sold by the
selling stockholders under the Registration Statement have been duly authorized
and, subject to the exercise of warrants by certain of the selling stockholders
in accordance with the terms set forth in their warrant agreements, legally
issued and, subject to the effectiveness of the Registration Statement and the
exercise of warrants by certain of the selling stockholders in accordance with
the terms set forth in their warrant agreements, when delivered against payment
therefor in accordance with the terms set forth in the Registration Statement,
will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any application under the securities
or other laws of any state of the United States, which relate to the offering
which is the subject of this opinion, and to the reference to this firm
appearing under the heading "Legal Matters" in the prospectus which is contained
in the Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph. This opinion is as of the date hereof and we disclaim any undertaking
to update this opinion after the date hereof.
Very truly yours,
/s/ SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
SBSF:AMF:GA:RAG:YG