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EXHIBIT 5
OPINION AND CONSENT OF GIBSON, DUNN & CRUTCHER LLP
June 9, 2000
Hall, Kinion & Associates
185 Berry Street
China Basin Landing, Suite 6440
San Francisco, California 94107
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 1,000,000 shares of
Common Stock of Hall, Kinion & Associates, Inc. (the "Company") under the
Company's 2000 Employee Stock Option Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the Company's 2000 Employee Stock Option Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
\s\ GIBSON, DUNN & CRUTCHER LLP
