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EXHIBIT 5
OPINION OF COUNSEL
I refer to the Registration Statement on Form S-8 of H&R Block, Inc., a
Missouri corporation (the "Company"), to be filed with the Securities and
Exchange Commission in order to register under the Securities Act of 1933, as
amended, the offering and issuance of 3,000,000 shares of the Company's Common
Stock, without par value, pursuant to the provisions of the H&R Block, Inc. 2000
Employee Stock Purchase Plan (the "Plan").
I have examined the Restated Articles of Incorporation and the Amended and
Restated Bylaws of the Company, each as amended to date, a copy of the Plan,
copies of resolutions of the Board of Directors of the Company relating to the
Plan, and such other documents and records as I have deemed relevant for
purposes of this Opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly organized, existing and in good standing under the
laws of the State of Missouri.
2. The Company is authorized to issue 400,000,000 shares of Common Stock,
without par value, of which 92,297,566 shares of Common Stock were issued and
outstanding as of the close of business on July 10, 2000.
3. The presently issued and outstanding shares of Common Stock of the
Company have been duly authorized and legally issued and are fully paid and
non-assessable.
4. The shares of Common Stock issuable upon the exercise of options under
the Plan have been duly authorized and reserved for issuance and, when issued
upon exercise of such options for the consideration specified in the Plan, will
be legally issued, fully paid and non-assessable.
I am employed by HRB Management, Inc., an indirect subsidiary of the
Company, and I serve as the Company's Vice President, General Counsel and
Secretary.
I consent to the inclusion in said Registration Statement of my foregoing
opinion filed as Exhibit 5 thereto.
Dated: July 28, 2000.
/s/ James H. Ingraham
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James H. Ingraham
Vice President,
General Counsel and Secretary
H&R Block, Inc.
