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Exhibit 5
LEGAL OPINION OF FRANK A. ZOMERFELD, ESQ.
June 16, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AnswerThink Consulting Group, Inc.
1998 Stock Option and Incentive Plan
Registration Statement on Form S-8
Gentlemen and Ladies:
I am Corporate Counsel to AnswerThink Consulting Group, Inc.,
a Florida corporation (the "Company"). This opinion letter has been prepared in
connection with the Company's registration, pursuant to a registration statement
on Form S-8 filed with the Securities and Exchange Commission on or about the
date hereof (the "Registration Statement"), of 5,000,000 shares (the "Shares")
of common stock, $.001 par value per share, of the Company (the "Common Stock")
issuable upon the exercise of options granted or to be granted pursuant to the
Company's 1998 Stock Option and Incentive Plan (the "Plan"). This letter is
furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. ss. 229.601(b)(5), in connection with such registration.
I am familiar with the Company's corporate affairs and
particularly with the Plan. Based upon the above, I am of the opinion that the
Shares, when issued and delivered in the manner and on the terms contemplated in
the Registration Statement and the Plan (with the Company having received the
consideration therefor, the form of which is in accordance with applicable law),
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. Nothing herein shall be construed to cause me to be
considered an "expert" within the meaning of Section 11 of the Securities Act of
1933, as amended, or the rules thereunder.
Very truly yours,
/s/ Frank A. Zomerfeld
Frank A. Zomerfeld
Corporate Counsel
