EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
__________
Telephone: (202) 347-0300
Facsimile: (202) 347-2172
December 22, 2000
Board of Directors
MCSi, Inc.
4750 Hempstead Station
Dayton, Ohio 45429
Re: Registration Statement on Form S-8
1,000,000 Shares of Common Stock
Gentlemen:
We are special counsel to MCSi, Inc., a Maryland corporation (the
"Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 100,000 shares of common
stock, no par value ("Common Stock"), to be issued pursuant to the
Corporation's Amended and Restated 2000 Non-Employee Director Stock Option
Plan (the "Director Plan") and relating to the registration of up to 900,000
shares of Common Stock to be issued pursuant to the Corporation's 2000 Stock
Option Plan (the "Employee Plan") upon the exercise of stock options
(collectively the "Plans"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary under the
Plans to adjust the number of shares reserved thereby for issuance as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Corporation. We have been requested by the
Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Articles of Incorporation and the Bylaws of the Corporation,
the Plans, a specimen stock certificate
Board of Directors
December 22, 2000
Page 2
evidencing the Common Stock of the Corporation and such other corporate
records and documents as we have deemed appropriate. We are relying upon the
originals, or copies certified or otherwise identified to our satisfaction, of
the corporate records of the Corporation and such other instruments,
certificates and representations of public officials, officers and
representatives of the Corporation as we have deemed relevant as a basis for
the opinions expressed herein. In addition, we have assumed, without
independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we have determined to be relevant for this
opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to stock options granted under the terms of the
Employee Plan and the Director Plan will continue to be validly authorized on
the dates the Common Stock is issued pursuant to the stock options; (ii) on
the dates the stock options are exercised, the stock options granted under the
terms of the Employee Plan and the Director Plan will constitute valid, legal
and binding obligations of the Corporation and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally) be
enforceable as to the Corporation in accordance with their terms; (iii) the
stock options are exercised in accordance with their terms and the exercise
price therefor is paid in accordance with the terms thereof; (iv) no change
occurs in applicable law or the pertinent facts; and (v) the provisions of
"blue sky" and other securities laws as may be applicable will have been
complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Employee Plan and the Director Plan, when issued and
sold pursuant to the respective option plan and upon receipt of the
consideration required thereby, will be legally issued, fully paid and non-
assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Employee Plan and the Director Plan and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Jeffrey A. Koeppel
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Jeffrey A. Koeppel, a Partner
