[Corinthian Colleges, Inc. Letterhead]
November 29, 2000
Corinthian Colleges, Inc.
6 Hutton Centre Drive, Suite 400
Santa Ana, California 92707-5765
Re: Registration Statement on Form S-8 of
Corinthian Colleges, Inc. (the "Company")
Ladies and Gentlemen:
At your request, I have examined the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an
additional 1,100,000 shares of common stock, $0.0001 par value
per share, of the Company (the "Shares") to be issued pursuant
to the Corinthian Colleges, Inc. 1998 Performance Award Plan
(the "Plan"). At your request, I have examined the proceedings
heretofore taken in connection with the authorization of the
Plan and the Shares to be issued pursuant to and in accordance
with the Plan.
Based upon such examination and upon such matters of fact
and law as I have deemed relevant, I am of the opinion that the
Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization and the terms of the Plan (including receipt
by the Company of consideration for the Shares in accordance with the
Plan), the Shares will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ Stan A. Mortensen
Stan A. Mortensen
General Counsel
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