<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998
REGISTRATION NO. 333-36209
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CLAIMSNET.COM INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7374 75-2649230
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
</TABLE>
------------------------
CLAIMSNET.COM INC.
12801 North Central Expressway
Dallas, Texas 75243
(Address of principal place of business)
BO W. LYCKE
President and Chairman of the Board of Directors
Claimsnet.com inc.
12801 North Central Expressway
Dallas, Texas 75243
(972) 458-1701
(Name, address, and telephone number of principal executive offices and agent
for service)
COPIES TO:
<TABLE>
<S> <C>
ROBERT STEVEN BROWN, ESQ. JAMES R. TANENBAUM, ESQ.
GERARDO A. LAPETINA, ESQ. Stroock & Stroock & Lavan LLP
Brock Silverstein McAuliffe LLC 180 Maiden Lane
One Citicorp Center New York, New York 10038-4982
153 East 53rd Street (212) 806-5400 / (212) 806-6006 (Telecopy)
New York, New York 10022-4611
(212) 371-2000 / (212) 371-5500 (Telecopy)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. / /
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES PURSUANT TO RULE
462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
------------------------
CALCULATION OF REGISTRATION FEE
SEE ATTACHED PAGE.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 per share... 1,840,000 shares (2) $7.00 $12,880,000.00 3,799.60
Underwriter's Warrants....... 160,000 warrants (3) 0.001 $160.00 0.06
Common Stock, par value,
$.001 per share, issuable
upon exercise of the
Underwriter's Warrants...... 160,000 Shares (4) 11.55 1,848,000 545.16
Total.................... -- -- $14,728,160 $4,344.82 (5)
</TABLE>
(1) Estimated solely for purposes of calculation of the registration fee in
accordance with Rule 457 under the Securities Act of 1993, as amended.
(2) Includes 240,000 shares of the Common Stock, par value $.001 per share, of
the Company, which the Underwriter has the option to purchase solely to
cover over-allotments, if any.
(3) To be acquired by the Underwriter.
(4) Issuable upon exercise of the Underwriter's Warrants.
(5) A filing fee of $11,430.82 was previously paid.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemization of all expenses (subject to future
contingencies) incurred or expected to be incurred by the Company in connection
with the issuance and distribution of the securities being offered hereby,
excluding the underwriters' discounts and commissions (items marked with an
asterisk (*) represent estimated expenses):
<TABLE>
<S> <C>
SEC Registration Fee........................................... $ 5,727.00
Legal Fees and Expenses........................................ 200,000.00*
Blue Sky Fees (including counsel fees)......................... 35,000.00*
NASD Filing Fees............................................... 4,272.00
Listing Fees................................................... 20,000.00*
Accounting Fees and Expenses................................... 35,000.00*
Transfer Agent and Registrar Fees.............................. 5,000.00*
Printing and Engraving Expenses................................ 60,000.00
Miscellaneous.................................................. 203,001.00
----------
Total...................................................... $568,000.00*
----------
----------
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Delaware General Corporation Law, Section 102(b)(7), enables a corporation
in its original certificate of incorporation, or an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct or a knowing violation of a law, the payment of a dividend or
approval of a stock repurchase which is deemed illegal or an improper personal
benefit is obtained. The Company's Certificate of Incorporation includes the
following language:
"The personal liability of the Directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of Subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware as the same
may be amended and supplemented."
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
and, with respect to any criminal action, had reasonable cause to believe his
conduct was lawful. Article VII, Section 7 of the By-laws of the Company
provides as follows:
"The corporation shall indemnify its officers, directors, employees, and
agents to the extent permitted by the General Corporation Law of Delaware."
Article 11 of the Certificate of Incorporation of the Company, as amended,
permits indemnification of, and advancement of expenses to, among others,
officers and directors of the Corporation. Such Article provides as follows:
"(a) Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director, officer, employee, or
agent of the Corporation or any of its direct or indirect subsidiaries or is or
was serving at the request of the
II-1
<PAGE>
Corporation as a director, officer, employee, or agent of any other corporation
or of a partnership, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee, or agent or in any other capacity while
serving as a director, officer, employee, or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability, and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith, and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the indemnitee's heirs, executors, and administrators; provided,
however, that, except as provided in paragraph (c) of this Article 11 with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
"(b) The right to indemnification conferred in paragraph (a) of this Article
11 shall include the right to be paid by the Corporation the expenses incurred
in defending any proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article 11 or otherwise.
"(c) The rights to indemnification and to the advancement of expenses
conferred in paragraphs (a) and (b) of this Article 11 shall be contract rights.
If a claim under paragraph (a) or (b) of this Article 11 is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by an indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the
II-2
<PAGE>
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article 11 or otherwise, shall be on the Corporation.
"(d) The rights to indemnification and to the advancement of expenses
conferred in this Article 11 shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise.
"(e) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under the Delaware General Corporation Law.
"(f) The Corporation's obligation, if any, to indemnify any person who was
or is serving as a director, officer, employee, or agent of any direct or
indirect subsidiary of the Corporation or, at the request of the Corporation, of
any other corporation or of a partnership, joint venture, trust, or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
or other enterprise.
"(g) Any repeal or modification of the foregoing provisions of this Article
11 shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification."
Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1
to the Registration Statement for certain provisions regarding indemnification
of the Company, its officers and directors, and any controlling persons by the
Underwriters against certain liabilities for information furnished by the
Underwriters.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below in chronological order is information regarding the numbers
of shares of Common Stock sold by the Company, the number of options issued by
the Company, and the principal amount of debt instruments issued by the Company
since April 8, 1996 (inception), the consideration received by the Company for
such shares, options and debt instruments and information relating to the
section of the Securities Act or rule of the Securities and Exchange Commission
under which exemption from registration was claimed. None of these securities
was registered under the Securities Act. Except as otherwise indicated, no sales
of securities involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities.
Each of such transactions was exempt from registration under the Securities
Act by virtue of the provisions of Section 4(2) and/or Section 3(b) of the
Securities Act. Each purchaser of the securities described below has represented
that he/she/it understands that the securities acquired may not be sold or
otherwise transferred absent registration under the Securities Act or the
availability of an exemption from the registration requirements of the
Securities Act, and each certificate evidencing the securities owned by each
purchaser bears or will bear upon issuance a legend to that effect.
All share numbers set forth below give effect to a 2.325578-for-one stock
split effected on May 15, 1997 and a 2.796117-for-one-reverse stock split
effected on November 18, 1998.
II-3
<PAGE>
From the Company's inception through December 31, 1996, the Company issued
to certain stockholders, including the founders of the Company, certain other
directors and officers of the Company, a total of 2,120,879 shares of Common
Stock at a price of $.001 per share.
On March 26, 1997, the Company issued to Terry A. Lee 41,586 shares of
Common Stock at a price of approximately $1.89 per share.
On May 21, 1997, the Company completed a private placement, for $2,250,000,
of 45 Units, each Unit consisting of 11,552 shares of Common Stock, at a price
of $50,000 per Unit. Each of the investors agreed to acquire the Units for
investment purposes only and not with a view to distribution. The certificates
evidencing the Common Stock underlying the Units were appropriately legended. In
the opinion of the Registrant, the offer and the sale of the Units was exempt by
virtue of Section 4(2) of the Securities Act and the rules promulgated
thereunder. During the second quarter of 1998, the Company completed a private
placement of 20 Units, each Unit consisting of 10,729 shares of Common Stock, at
a price of $50,000 per Unit. Each of the investors agreed to acquire the Units
for investment purposes only and not with a view to distribution. The
certificates evidencing the Common Stock underlying the Units were appropriately
legended. In the opinion of the Registrant, the offer and the sale of the Units
was exempt by virtue of Section 4(2) of the Securities Act and the rules
promulgated thereunder. During July to October 1998, the Company completed a
private placement of 29.5 Units, each Unit consisting of 8,333 shares of Common
Stock, at a price of $50,000 per Unit. Each of the investors agreed to acquire
the Units for investment purposes only and not with a view to distribution. The
certificate evidencing the Common Stock underlying the Units were appropriately
legended. In the opinion of the Registrant, the offer and sale of the Units was
exempt by virtue of Section 4(2) of the Securities Act and the rules promulgated
thereunder. Each of the offerees and investors in such private placements
provided representations to the Registrant that they were each "accredited
investors," as defined in Rule 501 under the Securities Act, as well as highly
sophisticated investors, and (ii) many of the investors in the 1998 private
placements were existing stockholders of the Registrant at the time of such
transaction. Each investor in such private placements, whether a new investor or
existing investor, has been afforded the right to conduct a complete due
diligence review of the Registrant if they so desire, has been offered the
opportunity to ask questions of, and receive answers from the Company, and to
ask questions of this firm as securities counsel and the auditors of the
Company. An aggregate of 17 offerees were approached by the Registrant, one of
which was a U.S. institutional investor, four of which were European
institutional investors, and no more than 12 were highly accredited individuals
resident in the U.S.
On July 6, 1998, the Company granted warrants to acquire an aggregate of
10,000 shares of Common Stock to Robert M. Rubin in connection with his
retention as a healthcare consultant to the Company. Such warrants are
exercisable for a period of four years commencing one year following this
offering at a price per share equal to 110% of the initial public offering price
per share in this offering.
ITEM 16. EXHIBITS
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ----------
<C> <S>
1.1+ Form of Underwriting Agreement
3.1+ Articles of Incorporation
3.2+ Bylaws
4.1+ Form of Representative's Warrant
4.2+ Form of Common Stock Certificate
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ----------
<C> <S>
5.1 Opinion of Brock Silverstein McAuliffe LLC
10.1+ Employment Agreement, dated as of April 8, 1997 between Claimsnet.com inc. and Bo W. Lycke
10.2+ 1997 Stock Option Plan, as amended
10.3+ Form of Indemnification Agreement
10.4+ Agreement and Plan of Merger, dated June 2, 1997, among Claimsnet.com inc. (formerly, American NET
Claims Inc.), ANC Holdings, Inc., Medica Systems, Inc., and the stockholders of Medica Systems Inc.
10.5+ Promissory Note, dated July 31, 1996, from American NET Claims Inc. to American Medical Finance, Inc.,
in the principal amount of $3,740,000
10.6+ Security Agreement, dated July 31, 1996, between Claimsnet.com inc. and American Medical Finance, Inc.
10.7+ Employment Agreement, dated as of September 17, 1996, between Claimsnet.com inc. and Terry A. Lee, as
amended as of March 26, 1997 and April 6, 1998.
10.8+ Service Agreement, dated August 5, 1997, between American Medical Finance, Inc. and Claimsnet.com inc.
10.9+ Employment Agreement, dated June 2, 1997, between Claimsnet.com inc. and Randall S. Lindner
10.10+ Form of Agreement, dated September 14, 1998, between the Company and BlueCross BlueShield of Louisiana
10.11 Form of Non-Employee Director's Plan
10.12+ Line of Credit with AMF in amount of $2,000,000
10.13+ Financial Consulting Agreement.
23.1+ Consent of King Griffin & Adamson P.C.
23.2 Consent of Brock Silverstein McAuliffe LLC (contained in the Opinion filed as Exhibit 5.1).
24.1+ Power of Attorney
</TABLE>
- ------------------------
+ Previously filed.
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
(b) The Registrant hereby undertakes that it will:
(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act as part of this registration statement as of the time
the Commission declared it effective.
(2) For the purpose of determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of prospectus as a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time as the initial bona fide offering
thereof.
(c) The Registrant hereby undertakes that it will provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
II-6
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this
Pre-Effective Amendment No. 8 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Dallas,
Texas on December 10, 1998.
Claimsnet.com inc.
By: /s/ BO W. LYCKE
------------------------------------------
Bo W. Lycke
Chairman of the Board of Directors,
President, and Chief Executive Officer
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board of
/s/ BO W. LYCKE Directors, President, and
- ------------------------------ Chief Executive Officer December 10, 1998
Bo W. Lycke (Principal Executive
Officer)
Vice President and Chief
* Financial Officer
- ------------------------------ (Principal Financial and December 10, 1998
Paul W. Miller Accounting Officer)
* Executive Vice President of
- ------------------------------ Marketing and Technology December 10, 1998
Terry A. Lee and Director
*
- ------------------------------ Director December 10, 1998
Ward L. Bensen
*
- ------------------------------ Director December 10, 1998
Robert H. Brown, Jr.
*
- ------------------------------ Director December 10, 1998
Sture Hedlund
*
- ------------------------------ Director December 10, 1998
John C. Willems, III
<TABLE>
<S> <C> <C>
*By: /s/ BO W. LYCKE
------------------------------------------
Bo W. Lycke
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
BROCK SILVERSTEIN MCAULIFFE LLC
One Citicorp Center (212) 371-2000
56th Floor Fax (212) 371-5500
New York, NY 10022-4611
December 10, 1998
Claimsnet.com Inc.
12801 N. Central Expressway, Suite 1515
Dallas, Texas 75243
Gentlemen:
You have requested our opinion in connection with certain matters
relating to the registration statement on Form S-1 (the "Registration
Statement") (File No. 333-36209) (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), to register the sale of, among other things, up to
1,840,000 shares (the "Shares") of common stock, par value $.001 per share,
of Claimsnet.com inc., a Delaware corporation (the "Company"), by the Company.
In connection herewith, we have examined such records, documents, statutes
and decisions as we have deemed relevant. In addition, we have relied upon
Certificates of Officers of the Company and certificates and telegrams of
public officials as to certain matters relating to this opinion as we have
deemed necessary for purposes hereof.
Based upon, and subject to, the foregoing, we are of the opinion, as at
the date hereof, that the Shares are validly authorized and legally issued,
fully paid, and nonassessable.
We are members of the Bar of the State of New York. The opinion expressed
herein is expressly limited to the laws of the State of New York, the
Federal laws of the United States of America, and the General Corporation Law
of the State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and the reference to our firm in the Registration
Statement under the caption "Legal Opinions." By doing so, we do not admit
that we come within the category of persons whose consent is required by the
Act or the rules and regulation promulgated thereunder.
Very truly yours,
/s/ Brock Silverstein McAuliffe LLC
-----------------------------------
