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Exhibit 5
[GREENBERG TRAURIG LETTERHEAD]
Jean E. Harris E-Mail:
(602) 263-2512 November 2, 2000 [email protected]
Three-Five Systems, Inc.
1600 N. Desert Drive
Tempe, AZ 85281
RE: REGISTRATION STATEMENT ON FORM S-8
THREE-FIVE SYSTEMS, INC.
Ladies and Gentlemen:
As legal counsel to Three-Five Systems, Inc., a Delaware corporation (the
"Company"), we have assisted in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on or about November 2, 2000 in connection
with the registration under the Securities Act of 1933, as amended, of 450,000
shares of the Company's common stock, par value $.01 per share, (the "Shares")
issuable pursuant to the Company's 1997 Employee Option Plan (the "Plan"). The
facts, as we understand them, are set forth in the Registration Statement.
With respect to the opinion set forth below, we have examined originals,
certified copies, or copies otherwise identified to our satisfaction as being
true copies, only of the following:
A. The Restated Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware on April 27, 1994, as amended
through the date hereof;
B. The Amended and Restated Bylaws of the Company, as amended through the
date hereof;
C. Various resolutions of the Board of Directors of the Company authorizing
the Plan and the issuance of the Shares;
D. The Registration Statement; and
E. The Plan.
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Three-Five Systems, Inc.
November 2, 2000
Page 2
Subject to the assumptions that (i) the documents and signatures
examined by us are genuine and authentic and (ii) the persons executing the
documents examined by us have the legal capacity to execute such documents, and
subject to the further limitations and qualifications set forth below, it is our
opinion that the Shares, when issued and sold in accordance with the terms of
the Plan, will be duly authorized, validly issued, fully paid and nonassessable.
We express no opinion as to the applicability or effect of any laws,
orders, or judgments of any state or other jurisdiction other than federal
securities laws and the substantive laws of the State of Delaware. Further, our
opinion is based solely upon existing laws, rules and regulations, and we
undertake no obligation to advise you of any changes that may be brought to our
attention after the date hereof.
We hereby expressly consent to any reference to our firm in the
Registration Statement, inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.
Very truly yours,
/s/ Greenberg Traurig, LLP
[GREENBERG TRAURIG, LLP LETTERHEAD]
