Exhibit 5
June 23, 2000
IKON Office Solutions, Inc.
P.O. Box 834
Valley Forge, PA 19482
Ladies and Gentlemen:
I have acted as counsel to IKON Office Solutions, Inc. ("IKON") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, an additional 123,420 shares of its Common Stock (the "Shares") for
offering pursuant to the 1993 Stock Option Plan for Non-Employee Directors
("Plan") from time to time to certain non-employee directors of IKON. The Shares
may be presently authorized but unissued shares or shares held as treasury
shares at the time of their delivery.
In rendering my opinion, I have reviewed such certificates, documents,
corporate records and other instruments as in my judgment is necessary or
appropriate to enable me to render the opinions expressed below. In giving this
opinion, I am assuming the authenticity of all instruments presented to me as
originals, the conformity with the originals of all instruments presented to me
as copies and the genuineness of all signatures.
Based upon the foregoing, I am of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ DON H. LIU
