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EXHIBIT 5.1
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN
A Professional Corporation
Three Embarcadero Center
San Francisco, CA 94111
(415) 434-1600
November 8, 2000
The Charles Schwab Corporation
120 Kearny Street
San Francisco, CA 94108
Dear Ladies and Gentlemen:
You have requested our opinion as counsel for The Charles Schwab
Corporation, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder of 15,000,000 shares of the Company's common
stock, $0.01 par value per share (the "Shares"), which may be offered for sale
by the Company from time to time to acquire one or more businesses in negotiated
transactions not involving any public offering.
We have examined the Company's Registration Statement on Form S-4
(Registration No. 333-48764) in the form to be filed with the Securities and
Exchange Commission on the date of this opinion (the "Registration Statement").
We further have examined the Certificate of Incorporation of the Company as
certified by the Secretary of State of the State of Delaware and the Bylaws of
the Company. In addition, we have examined such corporate records, certificates
and other documents (of which we are aware) and such questions of law as we have
considered necessary or appropriate for the purposes of this opinion.
Based on the foregoing examination and assuming that the issuance of the
Shares is duly and validly authorized by the Board of Directors of the Company,
we are of the opinion that the Shares when issued as so authorized by the Board
of Directors of the Company in accordance with the terms and against payment
therefor, each as authorized by the Board of Directors, will be duly authorized
by appropriate corporate action of the Company, and when the Shares have been
duly issued and/or sold as described in the Registration Statement, any
amendment thereto, the prospectus and any supplement thereto, the Shares will be
legally issued, fully paid and non-assessable.
In connection with this opinion, we have assumed the following: (a) the
authenticity of the original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the instruments, documents, records and certificates we
have reviewed; and (d) the due authorization, execution and delivery on behalf
of the respective parties thereto of the documents referred to herein and the
legal, valid and binding nature thereof with respect to such parties. We have
not independently verified such assumptions.
We express no opinion as to laws other than the substantive laws of the
State of California (without regard to conflicts-of-laws or choice-of-law
principles), the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case to the extent
applicable and not excepted from the scope of the
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opinions expressed above. For purposes of our opinion set forth above, we have
assumed that the per share consideration paid to the Company upon issuance of
the Shares will exceed the par value of a share of the Company's common stock
and that there will be an adequate number of shares of authorized common stock
of the Company available for issuance at the time of any issuance of the Shares.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name wherever it appears in the Registration
Statement, any amendment thereto, the prospectus and any supplement thereto.
Very truly yours,
Howard, Rice, Nemerovski, Canady,
Falk & Rabkin
A Professional Corporation
/s/ LAWRENCE B. RABKIN
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Lawrence B. Rabkin
