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EXHIBIT 5.1
October 2, 2000 OUR FILE NUMBER
178,254-17
Corinthian Colleges, Inc.
6 Hutton Centre Drive
Suite 400
Santa Ana, California 92707-5765
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(Registration No. 333-45510) (the "Registration Statement") filed by Corinthian
Colleges, Inc. (the "Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of (a) 200,000 shares (the "Company Shares") of Common Stock, $0.0001 par value
per share, of the Company ("Common Stock"), (b) 2,800,000 shares of Common Stock
of several of the Company's existing stockholders (the "Selling Stockholders'
Primary Shares") and (c) an additional 450,000 shares of Common Stock
(collectively with the Selling Stockholders' Primary Shares, the "Selling
Stockholders' Shares") that may be sold by several of the Company's existing
stockholders pursuant to an over-allotment option to be granted to the
underwriters.
We have examined originals or copies of those corporate and other records
and documents we considered appropriate. As to relevant factual matters, we have
relied upon, among other things, the Company's factual representations in
certificates provided to us. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with originals of all documents submitted to us as copies. We are
familiar with the proceedings heretofore taken, and with the additional
proceedings proposed to be taken (as contemplated by the Registration
Statement), by the Company in connection with the authorization and issuance of
the Company Shares and the Selling Stockholders' Shares.
On the basis of such examination, our reliance upon the assumptions in this
opinion and subject to said proceedings being duly taken and completed by the
Company as contemplated by the Registration Statement prior to the issuance of
the Company Shares, it is our opinion that the Company Shares will be duly
authorized by all necessary corporate action on the part of the Company and,
upon payment for and delivery of the Company Shares in the manner contemplated
by the Registration Statement and the book-entry of the Company Shares in the
name of The Depository Trust Company or its nominee, the Company Shares will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. It is also our opinion that the Selling Stockholders' Shares have been
duly authorized by all necessary
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Corinthian Colleges, Inc., October 2, 2000 - Page 2
corporate action on the part of the Company and are validly issued, fully paid
and nonassessable shares of Common Stock of the Company.
The law covered by this opinion is limited to the present General
Corporation Law of the State of Delaware. We express no opinion as to the laws
of any other jurisdiction and no opinion regarding the statutes, administrative
decisions, rules, regulations or requirements of any county, municipality,
subdivision or local authority of any jurisdiction.
This opinion is furnished by us as counsel for the Company and may be
relied upon by the Company only in connection with the transactions contemplated
by the Registration Statement. It may not be used or relied upon by the Company
for any other purpose or by any other person. This opinion is expressly limited
to the matters set forth above and we render no opinion, whether by implication
or otherwise, as to any other matters. We assume no obligation to update or
supplement this opinion to reflect any facts or circumstances that arise after
the date of this opinion and come to our attention, or any future changes in
laws.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Prospectus which is a part of
the Registration Statement under the caption "Legal Matters."
Respectfully submitted,
O'MELVENY & MYERS LLP
/s/ O'Melveny & Myers LLP
