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EXHIBIT 5
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
September 19, 2000
Clark/Bardes Holdings, Inc.
102 South Wynstone Park Drive, Suite 200
North Barrington, IL 60010
Re: Clark/Bardes Holdings, Inc., Registration Statement on Form S-3
(Registration No. 333-______)
Ladies and Gentlemen:
We have acted as special counsel to Clark/Bardes Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the registration,
pursuant to a registration statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of the offering and sale by the selling
stockholders listed in the Registration Statement (the "Selling Stockholders")
of up to 1,888,887 of the Company's common stock, par value $0.01 per share (the
"Selling Stockholder Shares"), and up to 18,889 series A Junior Participating
Preferred Stock Purchase Rights (the "Rights").
We have examined originals or certified copies of such corporate
records of the Company and other certificates and documents of officials of the
Company, public officials and others as we have deemed appropriate for purposes
of this letter. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all copies submitted to us as conformed and
certified or reproduced copies.
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Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:
1. The Selling Stockholder Shares have been duly authorized and validly
issued and are fully paid and non-assessable.
2. The Rights have been duly authorized by the Company.
3. The Rights that are currently held by the Selling Stockholders and
which are to be delivered by each of the Selling Stockholders in
connection with the Common Stock to be sold and delivered by such
Selling Stockholder have been validly issued.
The opinions and other matters in this letter are qualified in their
entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than any
published constitutions, treaties, laws, rules or regulations or
judicial or administrative decisions ("Laws") of (i) the General
Corporation Law of the State of Delaware or (ii) the Federal Laws of
the United States of America.
B. This law firm is a registered limited liability partnership organized
under the laws of the State of Texas.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters". In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
