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Exhibit 5
Abrahams, Kaslow & Cassman
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114-3419
(402) 392-1250
July 24, 2000
Board of Directors
CSG Systems International, Inc.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
RE: CSG Systems International, Inc. (the "Company") Stock Option Plan for
Non-Employee Directors
Gentlemen:
We have acted as your counsel in connection with the registration, on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an additional 250,000 shares of the
Company's Common Stock, $0.01 par value per share (the "Stock"), to be issued by
the Company pursuant to the Company's Stock Option Plan for Non-Employee
Directors (the "Plan"). We have reviewed the Registration Statement, the
certificate of incorporation and by-laws of the Company, corporate proceedings
of the Board of Directors relating to the issuance of such shares of Stock, and
such other documents, corporate records, and matters of laws as we have deemed
necessary to the rendering of the opinions expressed below.
Based upon the foregoing, we are of the opinion that the 250,000 shares of
Stock covered by the Registration Statement to be issued by the Company pursuant
to the Plan, upon the exercise of options granted under the Plan, are duly
authorized and, when issued and paid for in the manner contemplated in the Plan,
will be legally issued, fully paid, and non-assessable shares of Common Stock of
the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ABRAHAMS, KASLOW & CASSMAN
By: /s/ Howard J. Kaslow
HJK:clm
