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EXHIBIT 5(a)
HAYNES AND BOONE, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
214.651.5000
November 9, 2000
Corniche Group Incorporated
610 South Industrial Blvd.
Suite 220
Euless, Texas 76040
Re: Corniche Group Incorporated Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Corniche Group Incorporated, a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-1 (Registration No. 333-48020) and the
amendments thereto (the Registration Statement, as amended, is hereinafter
referred to as the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the offer and sale by
the Company of up to 19,844,585 shares of its Common Stock, par value $0.001 per
share ("Common Stock"). The opinions expressed herein relate solely to, are
based solely upon and are limited exclusively to, the internal substantive laws
of the State of Texas, the General Corporation Laws of the State of Delaware and
applicable federal laws of the United States of America.
In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Amended Certificate of
Incorporation of the Company (the "Certificate of Incorporation"), and the
Amended Bylaws of the Company (the "Bylaws"); (ii) the minutes and records of
the corporate proceedings of the Company with respect to the issuance by the
Company of the shares of Common Stock; (iii) the Registration Statement and all
exhibits thereto and (iv) such other documents and instruments as we have deemed
necessary for the expression of the opinions contained herein.
In making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies thereof. As to various questions of fact
material to this opinion, where such facts have not been independently
established, and as to the content and form of certain minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we have deemed reasonably appropriate, upon representations or
certificates of officers of the Company or governmental officials. Finally, we
have assumed that all formalities required by the Company's Certificate of
Incorporation, Bylaws and the Delaware General Corporation Law will be complied
with when the shares of Common Stock are issued.
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Corniche Group Incorporated
November 9, 2000
Page 2
Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the shares of Common Stock, upon
receipt by the Company of the full consideration for the shares of Common Stock,
will, when sold, be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5(a) to the Registration Statement, and to the reference
to our firm under the caption "Legal Matters" in the prospectus constituting a
part of such Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ Haynes and Boone, LLP
Haynes and Boone, LLP
