MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 fax
November 6, 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 1,990,000 shares (the "Shares") of its common stock, $0.10 par
value per share ("Common Stock") consisting of:
(a) 684,589 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) 1,005,411 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; and
(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.
The Shares, if and when sold, will be resold to the public by and as shall be
determined by the Sovereign Lenders. This opinion is being rendered in
connection with the filing of the Registration Statement.
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
November 6, 2000
Page 2
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 antifraud
provisions of any state or federal securities laws.
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
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
November 6, 2000
Page 3
(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; and
(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;
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.
