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EX-5
OPINION OF SN&R
Exhibit 5
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
August 25, 2000
Euronet Services, Inc.
4601 College Boulevard
Leawood, Kansas 66211
Re: Registration Statement on Form S-8 in connection with the registration
of the Milestone Stock Option Agreements (the "Agreements") under the
Euronet Long Term Stock Option Plan (the "Plan")
Ladies and Gentlemen:
In connection with the preparation of the above-referenced Registration
Statement (the "Registration Statement"), which is being filed on or about the
date of this letter on behalf of Euronet Services, Inc., a Delaware corporation
(the "Corporation"), and in connection with which we have acted as counsel to
the Corporation, you have asked us to provide you this opinion letter in
accordance with subsection (b)(5) of Item 601 of Regulation S-K promulgated by
the United States Securities and Exchange Commission. The Registration
Statement relates to the offer and sale pursuant to the Agreements of up to
2,050,405 shares (the "Shares") of the Corporation's Common Stock, par value
$0.02 per share (the "Common Stock").
Based upon and subject to our examination described herein and the
assumptions, exceptions, qualifications, and limitations set forth herein, we
are of the opinion that the issuance of the Shares that will be originally
issued under the Agreements has been duly authorized and the Shares will, when
issued pursuant to and in accordance with the terms of the applicable Agreements
and the Plan, be validly issued, fully paid, and non-assessable.
In connection with this opinion, we have examined and relied upon, without
further investigation, the following in connection with rendering the opinions
expressed herein: (a) the Plan and the form of the Agreements; (b) the
Corporation's Certificate of Incorporation, and the Corporation's Bylaws; (c)
the Registration Statement, (d) minutes of directors' and stockholders'
meetings, and (e) such other documents, certificates, records, and oral
statements of public officials and the officers of the Corporation as we deemed
necessary for the purpose of rendering the opinions expressed herein.
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In our examinations, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity, accuracy and
completeness of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed, or
photostatic copies or by facsimile or electronic mail, and the authenticity of
the originals from which such copies, facsimiles, or electronic transmissions
were made. In our examination of documents, including the Agreements, executed
by persons, legal or natural, other than the Corporation, we have assumed that
such persons had the power, corporate or otherwise, to enter into and perform
all obligations thereunder and that such documents are valid and binding. We
have also assumed the conformity of all Agreements to the form reviewed of such
Agreements.
This opinion letter is limited to the specific legal issues that it
expressly addresses, and accordingly, no opinion may be inferred or implied
beyond the matters expressly stated in this letter. We express no opinion as to
the law of any jurisdiction other than the General Corporation Law of the State
of Delaware, as amended. We are not admitted to the Delaware Bar. In expressing
our opinions set forth herein, we have reviewed and relied upon, without further
investigation, such laws as published in generally available sources.
We consent to the filing of this opinion letter, or a reproduction thereof,
as an exhibit to the Registration Statement. In giving such consent, however, we
are not admitting that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations promulgated by the Securities and Exchange Commission thereunder.
This opinion letter is rendered as of the date set forth above, and we have
no continuing obligation hereunder to inform you of changes in the applicable
law or the facts after such date or facts of which we become aware after the
date hereof, even though such changes could affect our opinions expressed
herein.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ James A. Heeter
James A. Heeter
