The Chrysler Building
PARKER CHAPIN LLP 405 Lexington Avenue, New York, NY 10174
(212) 704-6000 Fax (212) 704-6288
January 8, 2001
SPAR Group, Inc.
580 White Plains Road
Tarrytown, NY 10591
Ladies and Gentlemen:
We have acted as counsel for SPAR GROUP, INC., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to the registration of 134,114 shares of Common
Stock, par value $.01 per share (the "Shares"), issuable upon the exercise of
options that have been, or may from time to time be, granted under the Company's
Special Purpose Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined the
Registration Statement and originals or copies, satisfactory to us, of the
following: (i) the certificate of incorporation and all amendments thereto of
the Company, as certified by the Secretary of State of the State of Delaware on
April 3, 2000; (ii) the by-laws and all amendments thereto of the Company; (iii)
records of certain proceedings of the Board of Directors of the Company dated
February 28, 1999, during or by which resolutions were adopted relating to the
approval of the Special Purpose Stock Option Plan (items (i) through (iii) will
be referred to individually as a "Organizational Document" and collectively as
the "Organizational Documents"); and (iv) the Plan. We have not examined each
option contract in respect of options granted under the Plan. We have, however,
examined the form of option contract we are advised is the form of option
contract used by the Company under the Plan. We have also been informed that
each option contract between the Company and option holders under the Plan is
substantially in the form of the option contract we have examined. In addition,
we have made such other investigations of applicable statutes and regulations of
the State of New York and the United States of America and the applicable
provisions of the DGCL (as hereinafter defined) currently in effect as we deemed
necessary under customary practice to enable us to render this Opinion Letter.
In conducting our examination, we have assumed (with your
consent) the genuineness of all signatures , the legal capacity of all
individual signatories, the accuracy of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
copies (whether or not certified). As to any facts material to such opinion, we
have relied on certificates of public officials and certificates, oaths and
declarations of officers or other representatives of the Company. Each of the
governmental certificates, publicly filed or recorded items and searches of
public record (if any) reviewed by us were obtained by an independent firm not
under our control or supervision, and we have assumed (with your consent) that
they are sufficient and would disclose no additional relevant facts if updated
through the date of this Opinion Letter. In addition, we have assumed (with your
consent) and without independent investigation have relied upon the factual
accuracy of the information contained in the items we examined and upon the
assumptions we have made in this Opinion Letter. Except as expressly set forth
in this Opinion Letter, we have not undertaken any independent investigation,
examination or inquiry to confirm or determine the existence or absence of any
facts, searched any of the books, records or files of the Company or any other
person, searched any internal file, court file, public record or other
information collection, or examined or reviewed any communication, instrument,
agreement, document, file, financial statement, tax return, minute, record,
lien, or other item. The Organizational Documents, the Plan and the Registration
Statement are the only items of their respective types reviewed by us in
connection with or covered by us in this Opinion Letter.
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SPAR Group, Inc.
Page -2-
Our opinion is limited to the date hereof and we do not in any
event undertake to advise you of any facts or circumstances occurring or coming
to our attention or any changes in applicable law subsequent to the date hereof.
Whenever any opinion of ours refers to or includes the performance of any
obligation or the issuance of any instrument or certificate after the date
hereof, it is based on our assumption that: (i) all relevant facts and
circumstances will be the same at such future time as we believe them to be on
the date hereof (except as noted in the next clause (ii)); (ii) each party will
have taken all future or further actions necessary or appropriate thereto; (iii)
no relevant liens, filings, approvals, permits or similar items will have
expired or otherwise adversely changed; and (iv) no changes will have occurred
in any of the Registration Statement, the Plan, the Organizational Documents, or
other relevant certificates and documents, applicable law, trade usage or course
of dealings.
Finally, we are counsel admitted to practice only in the State
of New York, and we express no opinions as to the applicable laws of any
jurisdiction other than those of the State of New York, the Delaware General
Corporation Law (including the Constitution of the State of Delaware and
reported judicial interpretations thereof, together with the Delaware General
Corporation Law, the "DGCL") and the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that the Shares to be issued pursuant to the exercise of options granted or to
be granted under the Plan will be, when issued pursuant to the provisions of the
Plan, legally issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN LLP
PARKER CHAPIN LLP
