MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 fax
November 28, 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 filed
with the Commission on the date hereof (the "Registration
Statement"), pursuant to which the Company is registering under the
Securities Act of 1933, as amended (the "Securities Act"), an
aggregate of 2,991,542 shares (the "Shares") of its common stock,
$0.10 par value per share ("Common Stock") consisting of:
(a) 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,
as amended by the Amendment to Common Stock Purchase Agreement
dated as of November 8, 2000 (the "Stock Purchase Agreement"), each
by and between the Company and Thumberland;
(b) 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
(c) 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 Thumberland and Ladenburg. 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 28, 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 28, 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 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
(ii) 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.
