Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
July 11, 2000
Stilwell Financial Inc.
920 Main Street, 21st Floor
Kansas City, MO 64105-2008
RE: REGISTRATION STATEMENT ON FORM S-8 OF 30,000,000 ADDITIONAL SHARES
OF COMMON STOCK OF THE CORPORATION UNDER THE CORPORATION'S 1998
AMENDED AND RESTATED LONG TERM INCENTIVE STOCK PLAN (THE "PLAN").
Ladies and Gentlemen:
In connection with the preparation of the above-referenced Registration
Statement (the "Registration Statement"), which is being filed on or about
the date of this letter, on behalf of Stilwell Financial Inc., a Delaware
corporation (the "Corporation"), you have asked us to provide you this
opinion letter in accordance with subsection (b)(5) of Item 601 of Regulation
S-K promulgated by the United States Securities and Exchange Commission. The
Registration Statement relates to the offer and sale pursuant to the Plan of
up to 30,000,000 additional shares (the "Shares") of the Corporation's Common
Stock, par value $0.01 per share (the "Common Stock").
Based upon and subject to our examination described herein and the
assumptions, exceptions, qualifications, and limitations set forth herein, we
are of the opinion that the issuance of the Shares that will be originally
issued under the Plan has been duly authorized, and the Shares will, when
issued pursuant to and in accordance with the terms of the Plan and the
applicable award agreements, be validly issued, fully paid, and non-
assessable.
In connection with this opinion, we have examined and relied upon,
without further investigation, the following in connection with rendering the
opinions expressed herein: (a) the Plan and the form of the agreements to be
entered into pursuant to the Plan; (b) the Corporation's Certificate of
Incorporation, as amended and restated, and the Corporation's Amended and
Restated Bylaws; (c) the Registration Statement, and (d) such other
documents, certificates, records, and oral statements of public officials and
the officers of the Corporation as we deemed necessary for the purpose of
rendering the opinions expressed herein.
In our examinations, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, or photostatic copies or
by facsimile or electronic mail, and the authenticity of the originals from
which such copies, facsimiles, or electronic transmissions were made. We
have assumed that option agreements entered into under the Plan will conform
to the form of such agreements that we have reviewed.
This opinion letter is limited to the specific legal issues that it
expressly addresses, and accordingly, we express no opinion as to the law of
any other jurisdiction other than the General Corporation Law of the State of
Delaware, as amended. We are not admitted to the Delaware Bar. In
expressing our opinions set forth herein, we have reviewed and relied upon,
without further investigation, such laws as published in generally available
sources.
We consent to the filing of this opinion letter, or a reproduction
thereof, as an exhibit to the Registration Statement. In giving such
consent, however, we are not admitting that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules or regulations promulgated by the Securities
and Exchange Commission thereunder.
This opinion letter is as of the date set forth above, and we have no
continuing obligation hereunder to inform you of changes in the applicable
law or the facts after such date or facts of which we have become aware after
the date hereof, even though such changes could affect our opinions expressed
herein.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ John F. Marvin
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