EXHIBIT 5
[O'Melveny & Myers LLP Letterhead]
December 20, 2000
Resources Connection, Inc.
695 Town Center Drive, Suite 600
Costa Mesa, California 92626
Re: Registration on Form S-8 of Resources Connection,
Inc. (the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission
in connection with the registration under the Securities Act of
1933, as amended, of 5,040,000 shares of Common Stock, par value
$0.01 per share, of the Company (the "Common Stock"), to be
issued pursuant to the Resources Connection, Inc. 1999 Long-Term
Incentive Plan (the "Plan"). We have examined the proceedings
heretofore taken and to be taken in connection with the
authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and
law as we have deemed relevant, we are of the opinion that the
Common Stock has been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms
of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
