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Exhibit 5
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Opinion of Alston & Bird LLP regarding the legality of
the securities being registered
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Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
January 16, 2001
Global Payments Inc.
Four Corporate Square
Atlanta, Georgia 30329-3010
Re: Registration Statement on Form S-8 for the
Global Payments Inc. Amended and Restated 2000 Long-Term Incentive
Plan
Global Payments Inc. 2000 Employee Stock Purchase Plan
Global Payments Inc. Amended and Restated 2000 Non-Employee Director
Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Global Payments Inc., a Georgia corporation
(the "Company"), in connection with the filing of the above-referenced
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") to register under the Securities Act of
1933, as amended (the "Securities Act"), 7,200,000 shares (the "Shares") of the
Company's Common Stock, no par value, which may be offered and sold by the
Company upon the grant or exercise of awards, or the purchase of shares, under
the Global Payments Inc. Amended and Restated 2000 Long-Term Incentive Plan, the
Global Payments Inc. 2000 Employee Stock Purchase Plan, or the Global Payments
Inc. Amended and Restated 2000 Non-Employee Director Stock Option Plan (the
"Plans"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and
Item 601(b)(5) of the Commission's Regulation S-K.
We have examined the Articles of Incorporation of the Company, the Bylaws
of the Company, records of proceedings of the Board of Directors of the Company
deemed by us to be relevant to this opinion letter, the Registration Statement
and other documents and agreements we deemed necessary for purposes of
expressing the opinion set forth herein. We also have made such further legal
and factual examinations and investigations as we deemed necessary for purposes
of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Company and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
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<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11/th/ Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2610
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
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Global Payments Inc.
January 16, 2001
This opinion letter is provided to the Company and the Commission for their
use solely in connection with the transactions contemplated by the Registration
Statement and may not be used, circulated, quoted or otherwise relied upon by
any other person or for any other purpose without our express written consent.
The only opinion rendered by us consists of those matters set forth in the sixth
paragraph hereof, and no opinion may be implied or inferred beyond those
expressly stated.
Our opinion set forth below is limited to the laws of the State of Georgia,
and we do not express any opinion herein concerning any other laws.
Based on the foregoing, it is our opinion that the Shares to be issued upon
grant or exercise of awards, or to be purchased, under the Plans are duly
authorized and, when issued by the Company in accordance with the terms of the
Plans, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
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A Partner
