WILMER, CUTLER & PICKERING
2445 M Street, N.W.
Washington, D.C. 20037-1420
Telephone (202) 663-6000
Facsimile (202) 663-6363
June 22, 2000
Tucker Anthony Sutro
One Beacon Street
Boston, Massachusetts 02108
Re: Tucker Anthony Sutro Registration Statement on
Form S-8 for Amended 1998 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to Tucker Anthony Sutro, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of the shares of Common Stock
of the Company, par value $0.01 per share (the "Shares"), to be issued under the
Company's Amended 1998 Employee Stock Purchase Plan (the "ESPP"). For the
purposes of this opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have considered necessary.
Based solely upon the foregoing, and upon our examination of such
questions of law and statutes as we have considered necessary or appropriate,
and subject to the assumptions, qualifications, limitations, and exceptions set
forth in this letter, we are of the opinion that: (a) the Shares have been
lawfully and duly authorized; and (b) such Shares will be validly issued, fully
paid, and nonassessable upon payment of the purchase price established under the
ESPP.
We are members of the bar of the District of Columbia. This opinion is
limited to the laws of the United States and the General Corporation Law of
Delaware. Although we do not hold ourselves out as being experts in the laws of
Delaware, we have made an investigation of such laws to the extent necessary to
render our opinion. Our opinion is rendered only with respect to the laws and
the rules, regulations, and orders thereunder that are currently in effect.
<PAGE>
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared for
your use in connection with the filing of the Registration Statement on June 20,
2000, and should not be quoted in whole or in part or otherwise be referred to,
nor otherwise be filed with or furnished to any governmental agency or other
person or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ R. Scott Kilgore
---------------------------
R. Scott Kilgore, a partner
