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Exhibit 5
December 1, 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 10,000,000 shares of its Common Stock (the "Shares") for
offering pursuant to the IKON Office Solutions, Inc., Retirement Savings Plan
("Plan").
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 described above, 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
