SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
June 2, 2000
Official Payments Corporation
Three Landmark Square
Stamford, CT 06901-2501
Re: Official Payments Corporation Registration Statement on
Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Official Payments
Corporation, a Delaware corporation ("Official Payments"), in connection
with the Registration Statement on Form S-8 (the "Registration Statement")
filed by Official Payments with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), on the date hereof.
The Registration Statement relates to the proposed issuance by
Official Payments of up to 1,250,000 shares of Official Payments common
stock, par value $.01 per share (the "Common Stock"), pursuant to the
Official Payments Corporation 2000 Stock Incentive Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to
our satisfaction, of the following documents: (i) the Registration
Statement; (ii) the Certificate of Incorporation of Official Payments, as
amended to the date hereof; (iii) the Bylaws of Official Payments, as
amended to the date hereof; (iv) resolutions of the Board of Directors of
Official Payments in connection with its approval of the Plan; (vi) a
specimen certificate of Common Stock; and (vii) such other certificates,
instruments and documents as we considered necessary or appropriate for the
purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of 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 and the authenticity of the originals of such copies.
As to any facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of Official Payments
and others.
Members of our firm are admitted to the Bar of the State of New
York, and we do not express any opinion as to the law of any other
jurisdiction except for the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock, when issued and paid for in accordance
with the terms and conditions of the Plan, will be duly authorized, validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, however, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
