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EXHIBIT 5.1
LAW OFFICES OF
KENNETH J. WARREN
5920 CROMDALE DRIVE, SUITE 1 o DUBLIN, OHIO 43017
(614) 766-1960 o FAX (614) 766-1974
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February 18, 1998
PH Group Inc.
2365 Scioto Harper Drive
Columbus, Ohio 43204
Gentlemen:
You have requested my opinion in connection with the issuance of up to
250,000 Common Shares, without par value (the "Common Shares") of PH Group Inc.,
an Ohio corporation (the "Company"), under the PH Group Inc.
Employee Stock Purchase Plan (the "Plan").
I have examined and relied upon the following documents and instruments
for the purpose of giving this opinion which, to my knowledge and in my
judgment, are all of the documents and instruments that are necessary for me to
examine for such purpose.
i. The corporate minute books of the Company, including copies of the
Company's Amended Articles of Incorporation, as amended and Code of Regulations,
as amended.
ii. The Plan; and
iii. A Certificate of an officer of the Company as to certain factual
matters (the "Officer's Certificate").
Whenever I have asserted knowledge in giving my opinion on any matter
which involves a question of fact, my knowledge is the result of the examination
of the data contained in the corporate minute books of the Company, information
contained in the Officer's Certificate and such other matters regarding the
Company as have come to my attention from time to time.
In giving my opinion, I have assumed, without investigation, the
authenticity of any document or instrument submitted to me as an original, the
conformity to the authentic original of any document or instrument submitted to
me as a certified, conformed or photostatic copy, the genuineness of all
signatures on such originals or copies and the authority and capacity of each
signatory.
Based upon the foregoing, I am of the opinion that when the Common
Shares issuable under the Plan have been duly issued and delivered against
payment therefor in accordance with the terms of the Plan, they will be validly
issued, fully paid and nonassessable, assuming compliance with applicable
federal and state securities laws.
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PH Group Inc.
February 18, 1998
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The opinion set forth above is subject to the following qualifications:
A. No opinion is expressed herein as to the application of any state
securities or Blue Sky laws.
B. I am qualified to practice law in the State of Ohio, and nothing
contained herein shall be deemed to be an opinion as to any law other than the
General Corporation Law of the State of Ohio and the federal law of the United
States.
C. The opinion set forth herein is expressed as of the date hereof, and
I do not have any obligation to advise you of any changes, after the date
hereof, in the facts or the law upon which this opinion is based.
D. I consent to the reference to my name under the caption "Interests
of Named Experts and Counsel" in the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission to register the Common Shares
issuable under the Plan and to the use of my opinion as an exhibit to the
Registration Statement. In giving these consents, I do not admit that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Kenneth J. Warren
Enclosure
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