Exhibit 5
[Letterhead of Hagan & Associates]
November 27, 2000
Jones Lang LaSalle Incorporated
200 East Randolph Drive
Chicago, IL 60601
Re: Registration Statement on Form S-8 of
Jones Lang LaSalle Incorporated
Ladies and Gentlemen:
We have acted as counsel to Jones Lang LaSalle Incorporated, a
Maryland corporation (the "Company"), in connection with the preparation of
a Registration Statement on Form S-8, which is being filed by the Company
with the Securities and Exchange Commission (the "Commission") on the date
hereof (the "Registration Statement"). The Registration Statement relates
to the registration and issuance by the Company under the Securities Act of
1933, as amended (the "Act"), of up to an aggregate of 2,695,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"),
under the Company's 1997 Stock Award and Incentive Plan (the "Incentive
Plan") and the Company's Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan" and, together with the Incentive Plan," the "Plans"). Shares
of Common Stock that may be issued under the Plans are collectively
referred to herein as the "Shares." This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under
the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) each of the Plans; (iii) the Articles of
Amendment and Restatement and the Amended and Restated Bylaws of the
Company, as presently in effect; (iv) a specimen certificate representing
the Common Stock; and (v) copies of certain resolutions of the Board of
Directors of the Company relating to the Plans and related matters. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed, and have not independently
established or verified, the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity 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 and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than
the Company, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations
of officers and other representatives of the Company and others. We assume
that the Company will have at the time of the issuance of any Shares under
the Plans at least that number of authorized but unissued shares of Common
Stock equal to the number of Shares to be issued pursuant to such Plan.
The opinions contained herein are limited to the federal laws of the
United States, the laws of the state of Illinois and the Maryland General
Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized by requisite corporate action by the
Company, and, when issued, delivered and paid for in accordance with the
terms and conditions of the Plans, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/S/ Robert K. Hagan
HAGAN & ASSOCIATES
