Exhibit 5.1
[Letterhead of Hogan & Hartson L.L.P.]
August 13, 2003
Board of Directors
Global Imaging Systems, Inc.
3820 Northdale Boulevard, Suite 200A
Tampa, Florida 33624
Ladies and Gentlemen:
This firm has acted as counsel to Global Imaging Systems, Inc., a Delaware
corporation (the "Company"), and to each of the Company's direct and indirect
subsidiaries identified on Exhibit A attached hereto (collectively, the
"Subsidiaries") in connection with their Registration Statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission
relating to the offering of up to $57,500,000 in aggregate principal amount of
4% Convertible Senior Subordinated Notes due 2008 which are guaranteed by the
Subsidiaries (the "Notes"), and up to 2,406,663 shares of common stock issuable
by the Company upon conversion of the Notes (the "Shares"). This opinion letter
is furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss.229.601(b)(5), in connection with
the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents (the "Documents"):
1. A copy of the Registration Statement.
2. An executed copy of the Indenture, including the provisions relating to
the Guarantees contained therein, dated May 16, 2003 (the "Indenture"), by and
among the Company, the Subsidiaries and the Bank of New York, as trustee (the
"Trustee").
3. A copy of the Note issued pursuant to the Indenture.
4. A copy of the form of certificate evidencing the Shares to be issued
upon conversion of the Notes.
5. The Certificate of Incorporation of the Company, as certified by the
Secretary of the State of the State of Delaware on May 13, 2003 and by the
Secretary of the Company on the date hereof as being complete, accurate, and in
effect.
6. The Bylaws of the Company, as certified by the Secretary of the Company
on the date hereof as being complete, accurate, and in effect.
Board of Directors
Global Imaging Systems, Inc.
August 13, 2003
Page 2
7. The articles or certificate of incorporation (as applicable) of each
Subsidiary that is a corporation, and the certificate of formation, certificate
of organization or articles of organization (as applicable) of each Subsidiary
that is a limited liability company, as certified by a Vice President of such
Subsidiary (in the case of a Subsidiary that is a corporation) or a Manager of
such Subsidiary (in the case of a Subsidiary that is a limited liability
company) on the date hereof as being complete, accurate and in effect.
8. The bylaws of each Subsidiary that is a corporation, the limited
liability company agreement or operating agreement (as applicable) of each
Subsidiary that is a limited liability company and the partnership agreement of
the Subsidiary that is a limited partnership, as certified by a Vice President
of such Subsidiary (in the case of a Subsidiary that is a corporation), a
Manager of such Subsidiary (in the case of a Subsidiary that is a limited
liability company) or the Secretary of the general partner of such Subsidiary
(in the case of the Subsidiary that is a limited partnership) on the date hereof
as being complete, accurate and in effect.
9. Certain resolutions of the board of directors of the Company adopted at
a telephonic meeting held on May 7, 2003, and of the Pricing Committee of the
board of directors of the Company adopted at a telephonic meeting on May 12,
2003, as certified by the Secretary of the Company on the date hereof as being
complete, accurate and in effect, relating, among other things, to authorization
of the Indenture and the Notes.
10. Certain resolutions of the board of directors of each Subsidiary that
is a corporation and the board of managers of each Subsidiary that is limited
liability company, as certified by a Vice President of such Subsidiary (in the
case of a Subsidiary that is a corporation) or a Manager of such Subsidiary (in
the case of a Subsidiary that is a limited liability company) on the date hereof
as being complete, accurate and in effect, relating, among other things, to
authorization of the Indenture.
11. Certain resolutions of the stockholder or stockholders of each
Subsidiary that is a corporation, the member or members of each Subsidiary that
is limited liability company or the general partner of Subsidiary that is a
limited partnership, as certified by a Vice President of such Subsidiary (in the
case of a Subsidiary that is a corporation), a Manager of such Subsidiary (in
the case of a Subsidiary that is a limited liability company) or the Secretary
of the general partner of such Subsidiary (in the case of the Subsidiary that is
a limited partnership) on the date hereof as being complete, accurate and in
effect, relating, among other things, to authorization of the Transaction
Documents.
12. A certificate of a certain officers of the Company and the
Subsidiaries, dated as of the date hereof, as to certain facts relating to the
Company and the Subsidiaries, respectively.
In our examination of the Documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all of the Documents submitted to us, the authenticity of all
originals of the Documents, and the conformity to authentic original documents
of all of the Documents submitted to us as copies (including telecopies). This
opinion letter is given, and all statements herein are made, in the context of
the foregoing.
Board of Directors
Global Imaging Systems, Inc.
August 13, 2003
Page 3
This opinion letter is based as to matters of law solely on applicable
provisions of the following, as currently in effect: (i) the Delaware General
Corporation Law, as amended, and (ii) the laws of the State of New York (but not
including any statutes, ordinances, administrative decisions, rules or
regulations of any political subdivision of the State of New York). We express
no opinion herein as to any other laws, statutes, ordinances, rules or
regulations. As used herein, the terms "Delaware General Corporation Law, as
amended" and "the laws of the State of New York" include the statutory
provisions contained therein, all applicable provisions of the Delaware and New
York Constitutions and reported judicial decisions interpreting these laws. With
respect to clause (ii) above, the opinion expressed herein is based on a review
of those laws that, in our experience, are generally recognized as being
applicable to the transactions contemplated in the Documents.
Based upon, subject to and limited by the foregoing, we are of the opinion
that:
(a) assuming due execution, authentication, issuance and delivery of the
Notes as provided in the Indenture, the Notes constitute valid and binding
obligations of the Company, and the guarantee of each Subsidiary constitutes a
valid and binding obligation of such Subsidiary, enforceable in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors'
rights (including, without limitation, the effect of statutory and other law
regarding fraudulent conveyances, fraudulent transfers and preferential
transfers) and as may be limited by the exercise of judicial discretion and the
application of principles of equity including, without limitation, requirements
of good faith, fair dealing, conscionability and materiality (regardless of
whether the Notes or guarantees are considered in a proceeding at law or in
equity); and
(b) following issuance of the Shares upon conversion of the Notes in
accordance with their terms and the terms of the Indenture, such Shares will be
validly issued, fully paid and non-assessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
Exhibit A
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Subsidiaries
American Photocopy Equipment Company of Pittsburgh,
LLC d/b/a
Amcom Office System
Arizona Office Technologies, Inc.
AVPresentations, Inc.
Berney Office Solutions, LLC
Business Equipment Unlimited
Cameron Office Products, LLC
Capitol Office Solutions, LLC
Carr Business Systems, Inc.
Centre Business Products, Inc.
Column Office Equipment, Inc.
Commercial Equipment Company
Connecticut Business Systems, LLC
Conway Office Products, LLC
Copy Service and Supply, Inc.
Daniel Communications, Inc.
Distinctive Business Products, Inc.
Duplicating Specialties, Inc. d/b/a Copytronix
Eastern Copy Products, LLC
ecom-division, Inc.
Electronic Systems, Inc.
Electronic Systems of Richmond, Inc.
Global Imaging Finance Company, LLC
Global Imaging Operations, LLC
Global Operations Texas, L.P.
Lewan & Associates, Inc.
Modern Business Machines, LLC
N&L Enterprises, LLC
Northeast Copier Systems, LLC
Office Tech, LLC
Pacific Office Solutions, Inc. f/k/a ARMDAP, Inc. d/b/a
Advance Business Systems
ProView, Inc.
Quality Business Systems, Inc.
Southern Business Communications, Inc.