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EXHIBIT 5
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 ST PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813) 223-7474 TELEPHONE (813) 898-7474
TELEFAX (813) 229-6553 TELEFAX (813) 821-0407
PLEASE REPLY TO
TAMPA
June 9, 1998
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, DC 20549
Re: Lamalie Associates, Inc.
Registration Statement on Form S-1
File No. 333-52075
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Ladies and Gentlemen:
We have represented Lamalie Associates, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-1 (File No.
333-52075), as amended (the "Registration Statement") relating to the proposed
public offering by the Company and by certain stockholders of the Company (the
"Selling Stockholders") of an aggregate of up to 3,000,000 shares (3,450,000
shares if the Underwriters' over-allotment option is exercised)(the "Shares") of
the Company's Common Stock (the "Offering"). This opinion is being provided as
Exhibit 5 to the S-1 Registration Statement.
In our capacity as counsel to the Company in connection with the
Registration Statement and the Offering, we have examined and are familiar
with: the Company's Articles of Incorporation and Bylaws, as currently in
effect, the Registration Statement and such other corporate records, 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 or 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
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to original and certified documents of all copies submitted to us as conformed,
photostatic or other exact copies. We express no opinion as to the law of any
jurisdiction other than the general corporate law of the State of Florida and
the Federal laws of the United States of America.
Based upon and in reliance on the foregoing, we are of the opinion
that:
1. The Company is a duly organized and validly existing as a
corporation under the laws of the State of Florida and its status as
such is active.
2. The Shares being offered and sold by the Selling Stockholders
(the "Selling Stockholder Shares") are duly authorized, validly issued,
fully paid and non-assessable shares of the capital stock of the
Company.
3. When the following events shall have occurred:
a. the Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;
b. the Shares being offered and sold by the Company
(the "Company Shares") shall have been offered and
sold as provided in the Registration Statement,
and the consideration specified in the Registration
Statement shall have been received by the Company;
and
c. the certificates representing the Company Shares
shall have been executed, countersigned and issued
by or on behalf of the Company,
the Company Shares 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 Registration Statement and to the reference to it under the heading
"Legal Matters."
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS,
Professional Association
By: /s/ J. Cary Ross, Jr.
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