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EXHIBIT 5
Shack & Siegel, P.C.
530 Fifth Avenue
New York, New York 10036
(212) 782-0700
September 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WMS Industries Inc. Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to WMS Industries Inc., a Delaware corporation
(the "Company"), in connection with the filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") registering 1,750,000
shares (the "Shares") of the Company's common stock, par value $.50 per share,
underlying options that have been or may be granted pursuant to the Company's
2000 Non-Qualified Stock Option Plan (the "Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Plan; (ii) a draft of the Registration Statement dated September 22,
2000; (iii) the Company's Restated Certificate of Incorporation, as amended;
(iv) the Company's Amended and Restated Bylaws; (v) proceedings of the Board of
Directors of the Company; and (vi) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to this opinion that we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
issuance of the Shares underlying options granted or to be granted in accordance
with the terms of the Plan has been duly authorized and that such Shares, when
issued and delivered in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and we further consent to the reference made to us under
"Item 5. Interests of Named Experts and Counsel" contained therein and under the
caption "Legal Matters" in the accompanying prospectus. Please note that, as
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described in such Item 5, shareholders of this firm hold an aggregate of 6,585
Shares and options to purchase an aggregate of 35,000 Shares.
The law covered by the opinions expressed herein is limited to the
corporate laws of the State of Delaware.
Very truly yours,
SHACK & SIEGEL, P.C.
By:/s/ Jeffrey N. Siegel
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Jeffrey N. Siegel
