EXHIBIT 5
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December 12, 2000
Board of Directors
Newtek Capital, Inc.
845 Third Avenue, 8th Floor
New York, NY 10022
Re: The Newtek Capital, Inc 2000 Stock Incentive and Deferred Compensation
Plan Registration Statement on Form S-8
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Dear Sirs:
We have acted as special counsel to Newtek Capital, Inc., a New York
corporation (the "Company"), in connection with The Newtek Capital, Inc. 2000
Stock Incentive and Deferred Compensation Plan (the "Plan").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the 2,250,000 shares of common stock of the Company, when issued
pursuant to and in accordance with the terms of the Plan, will be legally
issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 and to reference to our firm under
the caption "Legal Opinion" in the Prospectus to be sent or given to
participants in the Plan.
Very truly yours,
/s/ KUTAK ROCK LLP
