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EXHIBIT 5
[LETTERHEAD OF SCHRECK BRIGNONE GODFREY]
December 19, 2000
RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109-4613
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special Nevada counsel to RCM Technologies, Inc., a
Nevada corporation (the "Registrant"), in connection with the preparation of a
Registration on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of up to an
aggregate of 500,000 shares of the common stock, par value $0.05 per share (the
"Shares"), of the Registrant to be issued in connection with the Registrant's
2001 Employees Stock Purchase Plan, as amended (the "Plan").
In rendering the opinions hereinafter expressed, we have made such
legal and factual examinations and inquiries as we have deemed necessary and
appropriate, including an examination of originals or copies certified or
otherwise identified to our satisfaction as being true reproductions of
originals, of all documents, records, agreements and other instruments as we
have deemed relevant, including (a) the Registration Statement, (b) the
Registrant's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws, (c) certain records of the Registrant's corporate proceedings
as reflected in its minute books, and (d) the Plan. We have also obtained from
officers and agents of the Registrant and from public officials, and have relied
upon, such certificates, representations and assurances as we have deemed
necessary and appropriate for purposes of this opinion.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each document to which it is
a party, (ii) each natural person executing a document has sufficient legal
capacity to do so, (iii) all documents submitted to us as originals are
authentic, the signatures on all documents that we examined are genuine, and all
documents submitted to us as certified, conformed, photostatic or facsimile
copies conform to the original document, and (iv) all corporate records made
available to us by the Registrant and all public records reviewed are accurate
and complete.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we
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do not purport to be experts on, or to express any opinion herein concerning, or
to assume any responsibility as to the applicability to or the effect on any of
the matters covered herein of, the law of any other jurisdiction. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities or "blue sky" laws.
Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that, as of the
date hereof, the Shares have been duly authorized and, when and to the extent
the Shares have been registered under the Act and are issued and sold in the
manner and on the terms described in the Plan, the Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and the reference to this firm therein under the caption
"Legal Matters". In giving this consent, we do not admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Yours very truly,
SCHRECK BRIGNONE GODFREY
