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EXHIBIT 5
Opinion of Counsel
[Letterhead of Navigant Consulting, Inc.]
December 29, 2000
Navigant Consulting, Inc.
615 North Wabash Avenue
Chicago, IL 60611
RE: Registration Statement on Form S-8 of Navigant Consulting, Inc.
(the "Registration Statement") registering 300,000 shares of Common
Stock, $ .01 par value
Ladies and Gentlemen:
I have acted as General Counsel for Navigant Consulting, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of up to 300,000 shares of Common Stock, $.01 par value, of
the Company (the "Common Stock") under the Navigant Consulting, Inc. Employee
Stock Purchase Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of:
(i) the Registration Statement to be filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Amended and Restated
Certificate of Incorporation of the Company, as currently in effect; (iii) the
By-Laws of the Company, as currently in effect; (iv) the Plan; and (v)
resolutions of the Board of Directors of the Company relating to, among other
things, the filing of the Registration Statement and the approval of certain
amendments to the Plan. I have also examined such other documents as I have
deemed necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authority of all documents submitted to
me as certified or photostatic copies, and the authenticity of the originals of
all documents. As to any facts material to this opinion which I did not
independently verify, I have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
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Based upon and subject to the foregoing, I am of the opinion that when issued
and delivered by the Company pursuant to the Plan, the shares of Common Stock
being registered will be legally issued, fully paid and non-assessable shares of
Common Stock.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, I do not concede
that I am an expert within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Philip Steptoe
Philip Steptoe
Vice President, General Counsel and Secretary
