EXHIBIT 5
October 30, 2000
Morrison Management Specialists, Inc.
1955 Lake Park Drive, S.E.
Suite 400
Smyrna, Georgia 30080-8855
Re: Registration Statement on Form S-8
1996 Stock Incentive Plan
Ladies and Gentlemen:
We have served as counsel for Morrison Management Specialists, Inc., a
Georgia corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") of an aggregate 500,000 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be offered and
sold by the Company pursuant to its 1996 Stock Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all certified, conformed or photostatic copies. As to
questions of fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of appropriate state,
local and federal officials.
We express no opinion as to matters under or involving laws other than the
laws of the State of Georgia.
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Morrison Management Specialists, Inc.
October 30, 2000
Page 2
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefore pursuant to the Plan, such Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
