1
EXHIBIT 5.1 AND 23.1
JONES & KELLER
[Letterhead]
January 25, 1996
Citizens, Inc.
400 East Anderson Lane
Austin, Texas 78714-9151
Gentlemen:
We have acted as special counsel for Citizens, Inc. (the "Company")
in connection with a Registration Statement on Form S-4, to be filed by the
Company under the Securities Act of 1933 with the Securities and Exchange
Commission. The Registration Statement relates to the proposed issuance of up
to 171,391 shares of Common Stock, no par value, to be issued in connection
with the Plan and Agreement of Merger and Exchange dated as of the 28th day of
November, 1994, as amended on January 25, 1996, by and between Insurance
Investors & Holding Co., Central Investors Life Insurance Company of Illinois,
Citizens, Inc. (the "Company"), and Citizens Acquisition, Inc. The
Registration Statement and exhibits thereto to be filed with the Securities
and Exchange Commission under such Act are referred to herein as the
"Registration Statement".
GENERAL QUALIFICATIONS, EXCEPTIONS AND LIMITATIONS: This letter is
subject to a number of general qualifications, exceptions and limitations (the
"General Qualifications") which are generally accepted in the legal community
as consistent with sound legal opinion practice, including the following
enumerated General Qualifications, which are or may be material to the opinions
expressed in this letter.
Definitions: The following definitions apply only to the immediately
following, enumerated, General Qualifications and do not apply and are not used
elsewhere in this letter. Other capitalized terms used below have the meanings
set forth in the Form S-4. Certain Federal statutes are referred to below by
their common names or acronyms.
"Client" means Citizens, which is a party to the Transaction and for
which we are providing legal representation.
"Corporate Party" means any one, two or all of Citizens, Investors or
Central.
"Opinion Recipient" means the addressee or addressees of this letter
and other persons who foreseeably may receive or rely on this letter or its
contents.
"Transaction" means the Merger and Exchange and all other transactions
incidental to and in furtherance of the Merger and Exchange.
"Transaction Documents" mean the contractual documents setting forth
the principal terms of the Transaction addressed by this letter and other
contracts ancillary to the Transaction as well as any documents required to be
filed with any government regulatory agency in connection with the Transaction.
The enumerated General Qualifications, lettered (a) through (h), are
as follows:
(a) We have relied upon information provided by a Corporate Party,
including its directors, officers, employees, and agents, public officials and
others, however communicated, including information available on documents, as
we have deemed appropriate, without investigation or analysis of underlying
data supporting such information, except for such investigation or analysis as
may be specifically set forth and described herein.
(b) This letter assumes that each document submitted to us for review
in conjunction with the preparation of this letter, including the Transaction
Documents, is accurate and complete, each such document that is an original is
authentic, each such document that is a copy conforms to an authentic original,
and all signatures on each such document are genuine.
(c) This letter assumes that all parties to the Transaction have full
power and authority to enter into and execute the Transaction Documents, that
the Transaction Documents are valid and binding obligations of the parties,
that there is no failure of condition or breach of the Transaction Documents or
any other circumstances which would prevent the Transaction from being
consummated, and that the Transaction will be consummated as set forth in the
Transaction Documents as presently constituted.
(d) This letter assumes that none of the following events shall occur
until after the full, complete and permanent consummation of the Transaction:
i) the entry of a decree, judgment or order by a court of
competent jurisdiction adjudging a Corporate Party as bankrupt or
insolvent, or approving a properly filed petition seeking
reorganization of a Corporate Party under any bankruptcy or similar
law;
ii) the entry of a decree or order of a court of competent
jurisdiction for the appointment of a receiver, liquidator, trustee or
assignee in bankruptcy or insolvency of a Corporate Party or of its
property or for the winding up or liquidation of its affairs;
iii) the institution by a Corporate Party of proceedings for a
voluntary bankruptcy, or consent by a Corporate Party to the filing of
a bankruptcy proceeding against it, or consent by a Corporate Party to
the filing of any such petition, or the filing by a Corporate Party of
a petition or answer or consent seeking reorganization under any
bankruptcy or similar law, or the consent by a Corporate Party to the
filing of any such petition, or the consent by a Corporate Party to the
appointment of a custodian, receiver, liquidator, trustee or assignee
in bankruptcy or insolvency of such Corporate Party or any of its
assets or property, or a general assignment by a Corporate Party for
the benefit of creditors; or
iv) the admission by a Corporate Party in writing of its
inability to pay its debts generally as they become due, or the
insolvency or failure of a Corporate Party generally to pay its debts
as they become due.
(e) The Opinion Recipient may not rely on the opinions herein for any
legal or other analysis beyond that set forth in this letter.
(f) The opinions expressed in this letter apply only to the specific
legal issues explicitly addressed herein, and such opinions do not address any
other matters. This letter is intended to set forth only the expressly stated
opinions contained herein, and this letter does not include, nor is it intended
to express, any implied opinions.
(g) This letter speaks only as of its date. We have no obligation and
do not undertake to advise any Opinion Recipient (or any third party) of
changes of law or fact that occur after the date of this letter, even though
the change may affect the legal analysis, a legal conclusion or an
informational confirmation in this letter.
(h) This letter applies only to the specific legal issues addressed.
In addition, and not by way of limitation, this letter does not address any of
the following legal issues (items (i) through (xviii), the "Excluded Issues")
except for and to the extent that any of the Excluded Issues are specifically
addressed elsewhere in this letter:
(i) Federal securities laws and regulations administered by the
Securities and Exchange Commission, state "Blue Sky" laws and
regulations, and laws and regulations relating to commodity (and other)
futures and indices and other similar instruments;
(ii) Federal Reserve Board margin regulations;
(iii) pension and employee benefit laws and regulations (e.g.
ERISA);
(iv) Federal and state antitrust and unfair competition laws.
(v) Federal and state laws and regulations concerning filing and
notice requirements (e.g. Hart-Scott-Rodino and Exon-Florio), other
than requirements applicable to charter-related documents such as a
certificate of merger;
(vi) compliance with fiduciary duty requirements;
(vii) Local Law, defined as the statutes and ordinances, the
administrative decisions, and the rules and regulations of counties,
towns, municipalities and special political subdivisions (whether
created or enabled through legislative action at the Federal, state or
regional level -- e.g., water agencies, joint power districts, the
Maine Turnpike Authority, The Southern California Rapid Transit
District, the Port Authority of New York and New Jersey), and judicial
decisions to the extent that they deal with any of the foregoing;
(viii) the characterization of a Transaction as one involving the
creation of a lien on real property or a security interest in personal
property, the characterization of a contract as one in a form
sufficient to create a lien or a security interest, and the creation,
attachment, perfection, priority or enforcement of a lien on real
property or a security interest in personal property;
(ix) fraudulent transfer and fraudulent conveyance laws;
(x) Federal and state environmental laws and regulations;
(xi) Federal and state land use and subdivision laws and
regulations;
(xii) Federal and state tax laws and regulations;
(xiii) Federal patent, copyright and trademark, state trademark,
and other Federal and state intellectual property laws and regulations;
(xiv) Federal and state racketeering laws and regulations (e.g.
RICO);
(xv) Federal and state health and safety laws and regulations
(e.g., OSHA);
(xvi) Federal and state labor laws and regulations;
(xvii) Federal and state laws, regulations and policies
concerning (A) national and local emergency, (B) possible judicial
deference to acts of sovereign states, and (C) criminal and civil
forfeiture laws; and
(xviii) other Federal and State statutes of general application
to the extent they provide for criminal prosecution (e.g., mail fraud
and wire fraud statutes).
We have examined the Articles of Incorporation of the Company as filed
with the Colorado Secretary of State, the Bylaws of the Company, and the
minutes of the meetings and records of proceedings of the Board of Directors of
the Company, the applicable laws of the State of Colorado and a copy of the
Registration Statement.
Based upon the foregoing, and having regard for such legal
considerations as we deemed relevant, we are of the opinion that when issued
pursuant to the Registration Statement, the above-referenced 171,391 shares of
Common Stock of the Company shall have been legally issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as part of the
Registration Statement and to the reference to our name under the heading
"Legal Matters" in the Proxy Statement-Prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
Jones & Keller, P.C.