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EXHIBIT 5
OPINION OF HUGHES & LUCE, L.L.P.
August 25, 2000
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202
Re: Registration Statement on Form S-8 for the 1998 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Waddell & Reed Financial, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 10,500,000 shares (the
"Shares") of the Company's Class A common stock, $.01 par value per share (the
"Common Stock"), issuable under the 1998 Stock Incentive Plan, as Amended and
Restated (the "Plan"). The Shares are being registered pursuant to a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about August 25, 2000 (the "Registration Statement").
In rendering this opinion, we have examined and relied upon executed
originals, counterparts, or copies of such documents, records, and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized, or certified copies.
Based on the foregoing, we are of the opinion that the Shares will be,
if and when issued in accordance with the terms of the Plan, validly issued,
fully paid, and nonassessable, assuming the Company maintains an adequate number
of authorized but unissued shares of Common Stock available for such issuance,
and further assuming that the consideration actually received by the Company for
the Shares exceeds the par value thereof.
This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the validity
of the Common Stock under the caption "Legal Matters" in the registration
statement on Form S-8, originally filed on October 16, 1998 (Registration No.
333-65827), as amended and incorporated by reference into the Registration
Statement. In giving this consent, we do not 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 Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
