October 2, 2000
Cambex Corporation
360 Second Avenue
Waltham, MA 02451
Ladies and Gentlemen:
We have acted as counsel to Cambex Corporation, a Massachusetts
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form SB-2, Registration No. 333-43294, as amended (the
"Registration Statement"), pursuant to which the Company is registering under
the Securities Act of 1933, as amended (the "Securities Act"), an aggregate of
4,897,603 shares (the "Shares") of its common stock, $0.10 par value per share
("Common Stock") consisting of:
(a) 649,958 shares (the "Sovereign Conversion Shares") of Common Stock
issuable upon conversion of certain Series 1 Bridge Financing Notes
(collectively, the "Bridge Notes") issued by the Company to SovCap Equity
Partners, Ltd., Correllus International Ltd. and Arab Commerce Bank Ltd.
(collectively, the "Sovereign Lenders") in accordance with the terms and
conditions of the Series 1 Bridge Note Purchase Agreement dated as of January
18, 2000 (the "Bridge Note Purchase Agreement"), by and among the Company and
the Sovereign Lenders;
(b) 956,103 shares (the "Repricing Warrant Shares") of Common Stock
issuable upon exercise of certain Repricing Warrants attached to the Bridge
Notes (collectively, the "Repricing Warrants") issued by the Company to the
Sovereign Lenders in accordance with the terms and conditions of the Bridge
Note Purchase Agreement;
(c) 300,000 shares (the "Sovereign Warrant Shares") of Common Stock
issuable upon exercise of certain Common Stock Purchase Warrants (collectively,
the "Sovereign Warrants") issued by the Company to the Sovereign Lenders in
accordance with the terms and conditions of the Bridge Note Purchase Agreement;
(d) 2,600,000 shares of Common Stock (the "Thumberland Shares") that
may be issued and sold by the Company to Thumberland Limited ("Thumberland")
in accordance with the terms and conditions of the Common Stock Purchase
Agreement dated as of July 14, 2000 (the "Stock Purchase Agreement"), by and
between the Company and Thumberland;
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(e) 195,771 shares of Common Stock (the "Thumberland Warrant Shares")
issuable upon exercise of a certain Stock Purchase Warrant (the "Thumberland
Warrant") issued by the Company to Thumberland in accordance with the terms and
conditions of the Stock Purchase Agreement; and
(f) 195,771 shares of Common Stock (the "Ladenburg Warrant Shares")
issuable upon exercise of a certain Stock Purchase Warrant (the "Ladenburg
Warrant") issued by the Company to Ladenburg Thalmann & Co. Inc. ("Ladenburg").
The Shares, if and when sold, will be resold to the public by and as
shall be determined by the Sovereign Lenders, Thumberland and Ladenburg. This
opinion is being rendered in connection with the filing of the Registration
Statement.
In connection with this opinion, we have examined the Company's Restated
Articles of Organization and its By-laws, as amended, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we deemed relevant; and the
Registration Statement and the exhibits thereto filed with the Commission.
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 or photostatic copies and the
authenticity of the originals of such copies.
We express no opinion herein as to the laws of any state or
jurisdiction other than The Commonwealth of Massachusetts ("Massachusetts
Law"), including the reported judicial decisions interpreting Massachusetts
Law, and the federal laws of the United States of America. To the extent
that any other laws govern the matters to which we are opining herein, we
have assumed, with your permission and without independent investigation, that
such laws are identical to Massachusetts Law, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct. This
opinion is limited to present laws and to the facts as they presently exist.
We assume no obligation to update this opinion or to advise you of any events,
circumstances or developments that occur or are otherwise brought to our
attention subsequent to the date hereof. We also assume no obligation to
revise or supplement this opinion should the present federal laws of the United
States, or present Massachusetts Law, change by legislative action, judicial
decision, or otherwise. No opinion is expressed herein with respect to (A)
the qualification of the Shares under the securities or blue sky laws of any
state or any foreign jurisdiction and (B) the anitfraud provisions of any
state or federal securities laws.
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The opinions set forth below are subject to the further qualification
that enforceability may be:
(1) limited by applicable bankruptcy, insolvency, moratorium,
fraudulent or preferential transfer or conveyance, reorganization or other
laws of general applicability relating to, or affecting generally the
enforcement of creditors' rights and remedies or by other equitable
principles of general application;
(2) limited by general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether applied by a court of law or equity);
(3) subject to the effect of any public policy considerations or
court decisions which may limit the rights of any person or entity to obtain
indemnification; and
(4) subject to the effects of generally applicable rules of law that
(a) limit or affect the availability of specific performance or provisions
that purport to require waiver of the obligations of good faith, fair
dealing, diligence and reasonableness or (b) provide that forum selection
clauses are not necessarily binding on the court or courts in the forum
selected.
Based upon and subject to the foregoing assumptions, limitations and
qualifications, we are of the opinion that:
(i) the Sovereign Conversion Shares, when issued and delivered by the
Company upon conversion of the Bridge Notes in accordance with the terms and
conditions of the Bridge Note Purchase Agreement will be duly and validly
issued, fully paid and non-assessable shares of Common Stock;
(ii) the Repricing Warrant Shares and the Sovereign Warrant Shares, when
issued and delivered by the Company upon exercise of the Repricing Warrants and
the Sovereign Warrants, respectively, in accordance with the terms and
conditions of the Bridge Note Purchase Agreement and against payment therefor
as contemplated by the Repricing Warrants and the Sovereign Warrants, will be
duly and validly issued, fully paid and non-assessable shares of Common Stock;
(iii) the Thumberland Shares, when issued and delivered by the Company in
accordance with the terms and conditions of the Stock Purchase Agreement and
against payment therefor as contemplated by the Stock Purchase Agreement, will
be duly and validly issued, fully paid and non-assessable shares of Common
Stock; and
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(iv) the Thumberland Warrant Shares and the Ladenburg Warrant Shares,
when issued and delivered by the Company upon exercise of the Thumberland
Warrant and the Ladenburg Warrant, respectively, in accordance with the terms
and conditions of the Stock Purchase Agreement and against payment therefor as
contemplated by the Thumberland Warrant and the Ladenburg Warrant, will be duly
and validly issued, fully paid and non-assessable shares of Common Stock.
It is understood that this opinion is to be used only in connection with
the offer and sale the Shares while the Registration Statement is deemed to be
effective by the Commission.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legal Matters" in the
prospectus included in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
