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TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW
TAMPA OFFICE ST. PETERSBURG OFFICE
2700 BARNETT PLAZA 2100 BARNETT TOWER
101 EAST KENNEDY BOULEVARD ONE PROGRESS PLAZA
POST OFFICE BOX 1102 POST OFFICE BOX 2245
TAMPA, FLORIDA 33601-1102 PLEASE REPLY TO ST.PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813)223-7474 TAMPA TELEPHONE (813)898-7474
TELEFAX (813)229-6553 TELEFAX (813)229-6553
April 29,1998
Securites and Exchange Commission
450 5th Street, N. W.
Judiciary Plaza
Washington, DC 20549
Re: Lamalie Associates, Inc.
1998 Omnibus Stock and Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Lamalie Associates, Inc. (the "Company") in connection
with the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the offering by the Company (the "Offering") of
1,000,000 shares of the Company's Common Stock under the Company's 1998 Omnibus
Stock and Incentive Plan (the "Plan"). This opinion is being provided as
Exhibit 5 to the S-8 Registration Statement.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar
with: (1) the Company's Articles of Incorporation and Bylaws, each as currently
in effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements of certificates of officials
and representatives of the Company, the Department of State of the State of
Florida and others. In all such examinations, 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 exact copies.
We express no opinion as to law of any jurisdiction other than of the
State of Florida and the federal laws of the United States of America.
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SECURITES AND EXCHANGE COMMISSION APRIL 29, 1998
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Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has been duly and legally authorized by all required
corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become effective in
accordance with the Securities Act of 1933, as amended;
b. the shares of Common Stock shall have been awarded and issued
and any restrictions or conditions with respect to such shares
shall have been satisfied, as the case may be, as contemplated
in the Plan;
c. the options covering shares of Common Stock shall have been
granted and exercised as contemplated in the Plan;
d. the consideration specified in the Plan and (i) in the award
agreement for the purchase of Common Stock or (ii) in the
instrument of grant covering options granted under the Plan, as
the case may be, shall have been received; and
e. the certificates representing such shares of Common Stock shall
have been duly executed, counter-signed and issued by or on
behalf of the Company,
the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.
This firm hereby consents to the filing of this opinion as an Exhibit to
the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By:
Richard M. Leisner