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Exhibit 5
[Letterhead of Fulbright & Jaworski L.L.P.]
August 14, 2000
Command Systems, Inc.
76 Batterson Park Road
Farmington, CT 06032
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Command Systems,
Inc. (the "Company"), relating to 500,000 shares of the Company's common stock,
$.01 par value per share (the "Shares"), to be issued under the Command Systems,
Inc. 1997 Employee, Director and Consultant Stock Plan, as amended (the "Plan").
As securities counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis of
such examination, advise you that, in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of the
Shares pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plan in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
