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EXHIBIT 5.1
July 14, 2000
Primark Corporation
1000 Winter Street
Suite 4300N
Waltham, MA 02451
Ladies and Gentlemen:
I am General Counsel of Primark Corporation, a Michigan corporation (the
"Company"). I am providing you with this opinion in connection with the public
offering of up to 230,770 shares of the Company's Common Stock, without par
value (the "Common Stock") to be sold by the selling shareholder named in the
Registration Statement, as hereinafter defined.
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I have examined (i) the Registration Statement
of the Company on Form S-3 relating to the Common Stock filed with the
Securities and Exchange Commission (the "Commission") filed with the Commission
on July 14, 2000 (the "Registration Statement"); (ii) the Restated Articles of
Incorporation and the by-laws of the Company, in each case as amended to the
date hereof; (iii) certain resolutions of the Board of Directors of the Company;
and (iv) such other documents as I have deemed necessary or appropriate for the
opinions expressed below.
In my examination I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
me as originals, the conformity to the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinions expressed
below which I did not independently establish or verify, I have relied upon oral
or written statements and representations of officers and other representatives
of the Company and others.
I am admitted to the Bar of the State of Michigan and I do not express any
opinion as to the law of any other jurisdiction. Based upon and subject to the
foregoing, I am of the opinion that the 230,770 shares of Common Stock being
registered by the Registration Statement are validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus which constitutes a part of the Registration Statement. In giving
such consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and
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regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ MICHAEL R. KARGULA
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Michael R. Kargula
