Exhibit 5
Opinion of Counsel
June 23, 2000
Board of Directors
Ives Health Company, Inc.
817 North JM Davis Boulevard
Claremore, OK 74017
Gentlemen:
This Opinion is rendered in connection with the filing by Ives Health
Company, Inc. ("Company") of its Registration Statement on Form S-8
("Registration Statement"). I have acted as special counsel for the Company in
connection with the preparation and filing of the Registration Statement.
We have examined Certificate of Incorporation, the Bylaws and various
related actions of the Board of Directors of the Company or copies certified or
otherwise identified to my satisfaction of such documents and records of the
Company and of such statutes, court decisions, proceedings and other documents
as we have considered necessary or appropriate in the circumstances to render
the following opinions. We have relied upon the accuracy of factual information
provided to us by the Company and upon the accuracy of the representations and
undertakings set forth in the Registration Statement. Specifically, among other
facts certified to us, we have relied upon the facts certified in the Officer's
Certificate which is attached hereto as Exhibit A and is incorporated herein by
reference for all purposes.
In rendering the opinions, we have assumed that:
(i) Each person signing any document reviewed by us had the legal capacity
to do so, and each person signing any document reviewed by us in a
representative capacity had authority to sign in such capacity; and
(ii) The signatures appearing on all documents reviewed by us are genuine;
and
(iii)All documents submitted to us as originals are authentic, correct and
complete; and
(iv) All copies of documents reviewed by us conform to the original; and
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(v) All facts set forth in all certificates attached to this Opinion are
true, correct and complete.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that:
1. The Company has duly authorized the taking of all actions necessary to
issue the Shares covered by the Registration Statement.
2. The Shares covered by the Registration Statement have been duly
authorized, are validly issued and are fully paid and non-assessable
shares.
3. The Company has duly authorized the filing of the Registration
Statement.
4. The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, and the Company has filed all reports required
to be filed by the Company by that Act during the preceding 12 months.
5. The Shares covered by the Registration Statement were issued for bona
fide services rendered in lieu of cash compensation.
6. The persons who are listed as selling shareholders and whose Shares
are covered by the Registration Statement are permitted to use Form
S-8.
We express no opinion with respect to (i) the enforceability of the
indemnification provisions set forth in the Company charter, bylaws and
individual agreements to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of federal or state
securities or blue sky laws; (ii) the right of any person or entity to institute
or maintain any action in any court or upon matters respecting the jurisdiction
of any court; (iii) the validity of the exercise of discretion contrary to
applicable laws, rules and regulations; or (iv) any other matter not expressly
set forth herein. We are members in good standing of the Bar of the State of
Oklahoma. The opinions above are limited to the laws of the United States of
America and the laws of the State of Oklahoma.
This Opinion is governed by, and shall be interpreted in accordance with
the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991).
As a consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord, and this Opinion should be read in
conjunction therewith. We express no opinion as to any matter other than as
expressly set forth above, and no opinion not expressly and specifically
expressed on any matter may be inferred from this opinion. This Opinion is given
as of the date hereof, and we undertake no, and hereby disclaim any, obligation
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to advise you of any change thereafter set forth herein. This Opinion is for
your sole use and benefit, and no other person may be furnished a copy of this
Opinion or may relay on this Opinion without our prior written consent. We
consent to the filing of this Opinion as an exhibit to the Registration
Statement and to reference to our firm as experts in the Registration Statement.
Very truly yours,
/s/ Slicker & Alberty, P.C.
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EXHIBIT A
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TO
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SLICKER & ALBERTY, PC OPINION DATED JUNE 23, 2000
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OFFICER'S CERTIFICATE
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The undersigned is an officer of Ives Health Company, Inc. ("Company"),
does hereby certify that Slicker & Alberty, PC may rely on the truth and
accuracy of this Certificate in rendering an opinion in connection with the
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-8 ("S-8"), that the officer has reviewed that
opinion and this Certificate and that the facts reflected in the Opinion and in
this Certificate are true and correct in all respects and that the opinions
expressed therein are correct to the undersigned's best knowledge and belief.
1 The undersigned certifies that: (a) the Board of Directors of the
Company duly authorized the issuance of the Shares covered by the S-8;
(b) each Selling Shareholder paid to the Company valid consideration
equal to the fair market value for the Shares, which fair market value
exceeded the par value thereof; (c) the Shares were offered,
purchased, delivered and issued in transactions exempt from
registration under applicable federal and state securities laws; and
(d) all such actions are in full force and effect and have not been
altered, modified, rescinded or revoked in any respect.
2. The undersigned certifies that: (1) the Board of Directors duly
authorized the filing of the S-8 in accordance with applicable
corporate and applicable federal and state securities laws and that
such corporate actions were duly and validly taken and are in full
force and effect and have not been altered, modified, rescinded or
revoked in any respect; and (2) the Company is in compliance with all
requirements of, and has filed all documents required to be filed by
it pursuant to, the Securities Exchange Act of 1934 within the last 12
months.
3. The undersigned certifies that he has read the General Instructions
applicable to the S-8, specifically including the definition of
"employee" for purposes of the S-8.
4. The undersigned certifies that (1) the Company is entitled to use S-8;
and (2) each person who is a selling shareholder is a natural person,
received the shares for bona fide services rendered not in connection
with a capital fund-raising transaction and not directly or indirectly
to establish or maintain a market for the Shares.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
23rd day of June, 2000.
/s/ Michael D. Harrison,
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Chief Executive Officer
