OPINION OF COUNSEL
EXHIBIT 5
August 31, 2000
4Kids Entertainment, Inc.
1414 Avenue of the Americas
New York, NY 10019
Re: 4Kids Entertainment, Inc.
Ladies and Gentlemen:
We have acted as special counsel to 4Kids Enterntainment, Inc., a
New York corporation (the "Company"), in connection with the Company's
registration statement on Form S-8 (the "Registration Statement") to be filed
pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to an aggregate of 500,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), all of
which may be issued upon the exercise of stock options granted pursuant to the
Company's 2000 Stock Option Plan (the "Plan").
In connection with the above, we have reviewed the Company's
certificate of incorporation, its by-laws, resolutions adopted by its Board of
Directors, the Registration Statement and its related Prospectus and such other
documents and proceedings as we have deemed appropriate.
On the basis of such review, and having regard to legal
considerations that we deem relevant, we are of the opinion that the shares of
Common Stock to be offered pursuant to the Registration Statement have been duly
authorized and, when issued in accordance with the terms set forth in the Plan
and in the Registration Statement, will be duly and validly issued, fully paid
and nonassessable.
Our opinion set forth above is based as to matters of law solely on
applicable provisions of the laws of the State of New York, and we express no
opinions as to any other laws, statutes, ordinances, rules or regulations.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this opinion, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
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