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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
December 4, 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 592,590 shares of the Company's common
stock, $0.01 par value per share (the "Shares"), which may be offered for sale
by certain shareholders of the Company who have acquired the Shares in a
transaction not involving a public offering.
We have examined the Company's Registration Statement on Form S-3
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, we are of the opinion that
the Shares have been 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.
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The Charles Schwab Corporation
December 4, 2000
Page 2
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; (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; and (e) the absence of any evidence extrinsic to the provisions of the
written agreements between the parties that the parties intended a meaning
contrary to that expressed by those provisions. 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 opinions expressed above.
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. Rabin
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LAWRENCE B. RABKIN
