NIDA & MALONEY
A Limited Liability Partnership
800 Anacapa Street
Santa Barbara, California 93101
(805) 568-1151
Facsimile (805) 568-1955
January 4, 2001
The Plastic Surgery Company
509 E. Montecito Street, 2nd Floor
Santa Barbara, California 93103
Re: The Plastic Surgery Company - Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the 2,120,000 shares of
common stock (the "Stock Option Shares") of The Plastic Surgery Company, a
Georgia corporation (the "Company"), that could be issued upon the exercise of
stock options granted, or to be granted, under the 1998 Employee Stock Option
Plan, the1999 Non-Employee Director Stock Plan and The Plastic Surgery Company
2000 Stock Compensation Plan (collectively, the "Plans").
The Stock Option Shares are the subject of a Registration Statement on Form
S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended.
We have examined (i) the Company's Articles of Incorporation, as amended
and currently in effect, (ii) the Company's Bylaws, as amended to date, (iii)
the Plans, (iv) the Registration Statement and (v) the originals or copies,
certified to our satisfaction, of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have also examined the
records of corporate proceedings taken in connection with the adoption of the
Plans.
Based upon the foregoing and in reliance thereon, and subject to compliance
with applicable state securities and "blue sky" laws, we are of the opinion that
the Stock Option Shares, when offered, sold and paid for pursuant to the
exercise of stock options granted pursuant to the Plans, will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein only as to
the internal (and not the conflict of law) laws of the State of California and
we assume no responsibility as to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction, including, without limitation.
Very truly yours,
/S/ NIDA & MALONEY, LLP
