1
S u t h e r l a n d, A s b i l l & B r e n n a n
TEL: (404) 853-8000 999 PEACHTREE STREET, N.E. ATLANTA
FAX: (404) 853-8806 ATLANTA, GEORGIA 30309-3996 AUSTIN
NEW YORK
WASHINGTON
October 19, 1995
Board of Directors
First Financial Management Corporation
Suite 1400, 5660 New Northside Drive
Atlanta, Georgia 30328
Gentlemen:
We are acting as your counsel in connection with the registration of
56,635 shares of $.10 par value Common Stock (the "Common Stock") of First
Financial Management Corporation, a Georgia corporation ("FFMC"). The Common
Stock is being registered with the Securities and Exchange Commission pursuant
to a Registration Statement on Form S-8 in connection with FFMC's assumption of
the Employee Benefit Plans, Inc. ("EBP") 1986 Stock Option Plan, EBP 1990 Stock
Option Plan, EBP 1991 Long-Term Incentive Performance Plan and EBP 1993 Outside
Directors Stock Option Plan (the "Plans") and the conversion of the options
outstanding under the Plans to options exercisable for FFMC Common Stock.
Based upon our review of the relevant documents and materials, it is
our opinion that the Common Stock, when issued according to the terms of the
Plans, as amended and assumed by FFMC, will be legally issued, fully paid and
nonassessable.
We hereby consent to the reference to our firm under the caption "Item
5 - Interests of Named Experts and Counsel" in the above-described Registration
Statement and to the filing of this opinion as an exhibit to such Registration
Statement.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
By: /s/ Mark D. Wasserman
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Mark D. Wasserman