October 26, 2004
Block Financial Corporation
H&R Block, Inc.
4400 Main Street
Kansas City, Missouri 64111
Re: $400,000,000 of 5.125% Notes due 2014
Dear Ladies and Gentlemen:
We have acted as counsel for Block Financial Corporation, a Delaware
corporation ("BFC"), and H&R Block, Inc., a Missouri corporation (the
"Guarantor"), in connection with (i) the issuance and sale by the Company of an
aggregate of $400,000,000 of principal amount of the Company's 5.125% Notes due
2014 (the "Notes"), which are fully and unconditionally guaranteed by the
Guarantor pursuant to guarantees (the "Guarantee") endorsed on the Notes, to the
several Underwriters listed in Schedule 1 to the Underwriting Agreement dated
October 21, 2004 (the "Underwriting Agreement") among the Company, the
Guarantor, JP Morgan Securities Inc. and Merrill Lynch, Pierce Fenner & Smith
Incorporated, as representatives of the several Underwriters named therein. The
Notes (including the Guarantee) will be issued pursuant to the Indenture, dated
October 20, 1997 (the "Original Indenture"), among the Company, Guarantor and
Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company) (the "First
Trustee"), as supplemented by that certain First Supplemental Indenture, dated
as of April 18, 2000 (the "First Supplemental Indenture"), among the Company,
Guarantor, the First Trustee and The Bank of New York, as separate trustee under
the Indenture in respect of the Company's 8.50% Notes due 2007 (the "Second
Trustee").
In reaching the conclusions expressed herein, and acting in our capacity
as counsel to the Company in connection with the above referenced transactions,
we have examined originals, or copies certified or otherwise identified to our
satisfaction, of such corporate records and other documents as we have deemed
necessary or appropriate for purposes of this opinion letter, including, without
limitation:
a. the Underwriting Agreement;
b. the Original Indenture;
c. the First Supplemental Indenture;
d. Officers' Certificate of BFC establishing the terms of the Notes (the
"Officers' Certificate", the Original Indenture, as supplemented or
amended by the First Supplemental Indenture and the Officers'
Certificate is referred to herein as the "Indenture");
f. the global note representing the Notes and the Guarantee endorsed on
the Notes;
g. the Registration Statement on Form S-3 (File No. 333-11802001) filed
with the Commission on August 6, 2004 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act");
h. the prospectus of BFC and the Guarantor dated October 21, 2004 (the
"Base Prospectus");
i. the prospectus supplement of BFC dated October 21, 2004 (the
"Prospectus Supplement", and together with the Base Prospectus, the
"Prospectus"),
j. the Certificate of Incorporation of BFC, as amended;
k. the Articles of Incorporation of the Guarantor, as amended;
l. the Bylaws of BFC and the Guarantor, as amended;
m. the resolutions adopted by the Board of Directors of BFC and the
Guarantor relating to the offer and sale of the Notes by BFC and the
guarantee thereof by the Guarantor; and
n. resolutions adopted by the Pricing Committee of BFC's Board of
Directors on October 21, 2004.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate laws of the States of Missouri, Delaware
and New York, and the federal law of the United States of America.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of original documents and the genuineness of all signatures; (ii)
the conformity to the originals of all documents submitted to us as copies;
(iii) the due authorization, execution and delivery of all documents by all
parties and the validity, binding effect and enforceability thereof (other than
the authorization, execution and delivery of documents by BFC or Guarantor);
(iv) the truth, accuracy, and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
we have reviewed; and (v) all Notes will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the Prospectus Supplement.
Our opinions below that any document is valid, binding or enforceable is
qualified as to: (i) the effect of applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar federal or
state laws generally affecting the rights of creditors or secured parties; (ii)
rights to indemnification and contribution, which may be limited by applicable
law or equitable principles, and
exculpatory provisions and waivers of the benefits of statutory provisions,
which may be limited on public policy grounds; and (iii) general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of specific
performance or injunctive relief and limitation of rights of acceleration,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
Based upon the foregoing and subject to the limitations, qualifications,
and exceptions set forth herein, we are of the opinion that:
1. the Notes have been duly authorized by all necessary corporate
action by BFC and the Guarantee has been duly authorized by all necessary
corporate action of the Guarantor; and
2. the Notes and the Guarantee constitute valid and legally binding
obligations of BFC and the Guarantor, respectively, enforceable in
accordance with their terms.
We consent to your filing this opinion letter as an exhibit to the Current
Report on Form 8-K and to the reference to our firm contained under the heading
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act. This opinion is rendered solely for your
benefit in connection with the above matter and may not be relied upon in any
manner by any other person or entity without our express written consent.
Very truly yours,
STINSON MORRISON HECKER LLP
/s/ Stinson Morrison Hecker LLP