EXHIBIT 5
OPINION AND CONSENT OF CRAFT FRIDKIN & RHYNE, L.L.C.
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CRAFT FRIDKIN & RHYNE, L.L.C.
1100 ONE MAIN PLAZA
4435 MAIN STREET
KANSAS CITY, MISSOURI 64111
(816) 531-1700
FAX: (816) 753-3222
October 13, 2000
COR Development, LLC
13720 Roe
Leawood, Kansas 66224
Re: COR Development, LLC - Registration Statement on Form SB-2
Gentlemen:
We are counsel to COR Development, LLC, a Kansas limited liability company
(the "Company"). We are issuing this opinion in connection with the Registration
Statement on Form SB-2 being filed by the Company with the Securities and
Exchange Commission (the "Commission") on the date hereof (the "Registration
Statement") for the purpose of registering with the Commission under the
Securities Act of 1933, as amended (the "1933 Act"), up to 1,600,000 units of
interest in the limited liability company (the "Units").
In this connection, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Articles of Organization and the Operating
Agreement of the Company, each as currently in effect, and (iii) certain
resolutions adopted by the member of the Company relating to the issuance of the
Units and certain related matters. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
others of the Company and others, and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
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. In making our examination of
documents executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein which we have not
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independently established or verified, we have relied upon statements and
representations of other officers and representatives of the Company and others.
We express no opinion concerning any law other than the substantive law of
the State of Kansas and the laws of United States of America applicable therein.
We are assuming that the Company will receive, prior to the issuance by it of
the Units, in consideration of issuing such Units, funds in the amount of the
offering price for the Units (the "Unit Consideration").
Based upon and subject to the foregoing, we are of the opinion that the Units
have been duly authorized for issuance and, upon the receipt by the Company of
the Unit Consideration, and the issuance of the Units, the Units will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules and regulations of the Commission
promulgated thereunder.
This opinion is furnished by us, as counsel to the Company, in accordance
with the requirements of Item 601(b)(5) of regulation S-B under the 1933 Act
and, except as provided in the immediately preceding paragraph, is not to be
used, circulated or quoted for any other purpose, or otherwise referred to or
relied upon by any other person without the express written permission of the
Company other than the purchasers of the Units.
Very truly yours,
CRAFT FRIDKIN & RHYNE, L.L.C.
/s/ Arthur E. Fillmore, II
Arthur E. Fillmore, II
AEF/gs
