WILMER, CUTLER & PICKERING
100 LIGHT STREET WASHINGTON
BALTIMORE, MD 21202 BALTIMORE
---------- LONDON
TELEPHONE (410) 986-2800 BRUSSELS
FACSIMILE (410) 986-2828 BERLIN
June 24, 1997
Forensic Technologies International Corporation
2021 Research Drive
Annapolis, Maryland 21401
Re: Forensic Technologies International Corporation
1997 Stock Option Plan
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Forensic Technologies International
Corporation, a Maryland corporation (the "Company"), in connection with the
preparation by the Company of a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission on June 26, 1997 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the registration
of stock options (the "Options") covering 1,000,000 shares of Common Stock, $.01
par value per share (the "Shares"), of the Company and 1,000,000 Shares issuable
upon the exercise of Options pursuant to the 1997 Stock Option Plan of the
Company (the "Plan").
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement;
2. A copy of the document disclosing material information to Plan
participants prepared in connection with the Registration
Statement;
3. A copy of the Plan, as certified on June 24, 1997 by the
Secretary of the Company as then being complete, accurate and in
effect;
4. A copy of the Amended and Restated Articles of Incorporation of
the Company, as certified on June 24, 1997 by the Maryland State
Department of Assessments and Taxation ("SDAT");
5. A copy of the By-Laws of the Company, as certified on June 24,
1997 by the Secretary of the Company as then being complete,
accurate and in effect;
Forensic Technologies International Corporation
June 24, 1997
Page 2
6. Resolutions of the Board of Directors of the Company adopted at a
special meeting held May 21, 1997, as certified by the Secretary
of the Company on June 24, 1997 as then being complete, accurate
and in effect;
7. Minutes of the Annual Meeting of Stockholders of the Company held
May 21, 1997, as certified by the Secretary of the Company on
June 24, 1997 as then being complete, accurate and in effect;
8. A Certificate of Good Standing of the Company in the State of
Maryland as certified on June 24, 1997 by SDAT; and
9. A certificate of the Secretary of the Company as to certain
factual matters dated June 24, 1997.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation or verification thereof. We have assumed that there
will be no amendments, modifications, additions, deletions or changes to the
form of Registration Statement as filed on June 26, 1997 from the form of
Registration Statement reviewed for this opinion letter.
We are members of the Bar of the State of Maryland and do not hold
ourselves out as being experts in the law of any other state. This opinion
letter is limited to the laws of the United States and the Maryland General
Corporation Law. Our opinions in this letter are rendered only with respect to
the laws and the rules, regulations and orders thereunder that are currently in
effect.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that:
1. The issuance of the Options in accordance with the terms of the Plan
has been lawfully and duly authorized by the Board of Directors and
Stockholders of the Company.
2. The issuance of the Shares upon the exercise of Options granted, when
issued and exercised in accordance with the terms of the Plan, has
been
Forensic Technologies International Corporation
June 24, 1997
Page 3
lawfully and duly authorized by the Board of Directors and
Stockholders of the Company.
3. When the Options have been exercised, the exercise price has been paid
in full and the Shares have been issued and delivered in accordance
with the terms of the Plan, the Shares will be validly issued, fully
paid and nonassessable under the Maryland General Corporation Law.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement, and shall not be quoted in whole or in part or otherwise be referred
to, nor otherwise be filed with or furnished to any governmental agency or other
person or entity, without our prior written consent.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement. Nothing herein shall be construed to cause us to be
considered "experts" within the meaning of Section 11 of the Securities Act of
1933, as amended.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
--------------------------------
John B. Watkins, a partner