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EXHIBIT 5.1
[Thompson & Knight Letterhead]
August 18, 2000
PawnMart, Inc.
6300 Ridglea Place, Suite 724
Fort Worth, Texas 76116
Ladies and Gentlemen:
We have acted as counsel for PawnMart, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of Post-Effective
Amendment No. 4 to the Company's Registration Statement on Form S-1
(Registration No. 333-70635) (the "Registration Statement"), relating to the
proposed public offering by the Company of up to $10,000,000 in principal amount
of 12% Subordinated Notes Due 2004 (the "Notes"), 600,000 Series A Redeemable
Common Stock Purchase Warrants (the "Warrants") and 600,000 shares of Common
Stock, par value $.01 per share, issuable upon exercise of the Warrants (the
"Warrant Shares").
Capitalized terms used in this opinion that are not otherwise defined
herein shall have the meaning ascribed to them in the Registration Statement.
In connection with the foregoing, we have examined the originals or
copies certified or otherwise authenticated to our satisfaction of the
Registration Statement, and such corporate records of the Company, certificates
of officers or other representatives of the Company, certificates of public
officials, and other agreements, instruments and documents as we have deemed
necessary to require as a basis for the opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon and subject to the
assumptions and qualifications hereinafter specified, it is our opinion that the
Notes and the Warrants to be sold by the Company (and the Warrant Shares
issuable under the Warrants), each of which is to be sold pursuant to the
Registration Statement and in accordance with the terms of the Underwriting
Agreement filed as an exhibit to the Registration Statement (and, in the case of
the Warrant Shares, which will be issued upon exercise as set forth in the
Warrant Agreement filed as an exhibit to the Registration Statement), will, upon
issuance, assuming payment of the purchase price or exercise price therefor, as
the case may be, and effectiveness of the Registration Statement (and, in the
case of the Warrant Shares, assuming exercise as provided in the Warrant
Agreement), be duly authorized, legally and validly issued, fully-paid and
nonassessable.
We hereby consent to the reference to this firm in the Prospectus
included in the Registration Statement under the caption "Legal Matters", and to
the filing of this opinion as Exhibit 5.1 to the Registration Statement. The
foregoing, however, shall not constitute an admission to our being experts as
provided for in Sections 7 and 11 of the 1933 Act.
Respectfully submitted,
/s/ Thompson & Knight L.L.P.
THOMPSON & KNIGHT L.L.P.
