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Exhibit 5
Venable, Baetjer and Howard, LLP
Two Hopkins Plaza, Suite 1800
Baltimore, Maryland 21201-2978
(410) 244-7400, Fax (410) 244-7742
November 17, 2000
eSylvan, Inc.
34 Market Place
Baltimore, MD 21202
Ladies and Gentlemen:
We have acted as counsel for eSylvan, Inc. a Maryland corporation (the
"Company"), in connection with the issuance of up to 3,000,000 shares of its
Class A Common Stock (the "Shares").
As counsel for the Company, we are familiar with the Company's Charter
and Bylaws and we have reviewed the corporate action taken by the Company that
provides for the issuance of the Shares. We are also familiar with the
Company's Registration Statement on Form S-1 (File No.: 33-42530) filed with the
Securities and Exchange Commission on July 28, 2000, substantially in the form
in which it is intended to become effective (the "Registration Statement"). We
have examined and relied upon such corporate records of the Company and other
documents and certificates as to factual matters as we have deemed necessary or
appropriate for the purpose of rendering the opinion expressed herein. We have
assumed, without independent verification, the genuineness of the signatures on
and the authenticity of all documents furnished to us by the Company.
Based upon the foregoing, we are of the opinion that the Shares are
duly authorized, and, when issued in the manner contemplated by the Registration
Statement, will have been validly and legally issued and will be fully paid and
nonassessable.
We are members of the bar of the State of Maryland and express no
opinion as to any laws other than the laws of the State of Maryland. This
opinion does not extend to the securities or "blue sky" laws of Maryland or any
other state.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the use
of our name under the caption "Legal Matters" in the Prospectus included
therein.
Very truly yours
/s/ VENABLE BAETJER AND HOWARD, L.L.P.
