Exhibit 5
October 23, 2000
ActivCard S.A.
24-28 Avenue Du General De Gaulle
92156 Suresnes Cedex
FRANCE
Ladies and Gentlemen:
We have acted as French and United States counsel to ActivCard
S.A. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), covering the registration
under the Securities Act of 1933, as amended (the "Act") of 5,480,997 Ordinary
Shares, nominal value FF6.25 per share, of the Company (the "Shares") in the
form of Shares or American Depositary Receipts evidencing American Depositary
Shares ("ADSs"), each representing one Share, issued or to be issued in
connection with the Company's 1997 French Stock Option Plan, the 1998 Stock
Option Plan, the Stock Option Plan 1999 and the Stock Option Plan 2000
(collectively, the "Plans").
In connection with the foregoing, we have examined the
originals, or copies identified to our satisfaction, of such Company
shareholders' meetings, certificates of public officials, officers of the
Company and other persons, and such other documents, agreements and instruments
as we have deemed necessary as a basis for the opinion hereinafter expressed. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents presented to us as originals and the conformity
with the originals of all documents submitted to us as copies. In rendering the
opinion expressed below, we have relied as to certain matters on information
obtained from officers of the Company and public officials, in particular
regarding payment for the Shares that have been already issued pursuant to the
Plans.
Our opinions expressed below are limited to the laws of the
Republic of France and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we deemed relevant, we are of the opinion that:
(1) the Shares that have been issued, delivered and paid
for in accordance with the terms of the Plans have been
duly authorized, validly issued, fully paid and are
nonassessable; and
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October 23, 2000
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(2) any additional Shares which will be issued under the
Plans have been duly authorized, and when issued,
delivered and paid for in accordance with the terms of
the Plans, will be validly issued and fully paid.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement. In giving such consent, we do not concede that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.
This opinion is being delivered in connection with the
Registration Statement and is not to be used for any other purpose without our
prior authorization.
Very truly yours,
/s/ Shearman & Sterling
