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EXHIBIT 5
[LETTERHEAD OF KUMMER KAEMPFER BONNER & RENSHAW]
January 12, 2001
Citadel Holding Corporation
c/o Craig Corporation
550 South Hope Street, Suite 1825
Los Angeles, California 90071
Re: Citadel Holding Corporation Registration Statement Under the
Securities Act of 1933, as amended, on Form S-8
Ladies and Gentlemen:
As Nevada counsel to Citadel Holding Corporation, a Nevada corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, by the Company of
532,800 shares of Class A Nonvoting Common Stock, par value $.01 per share
("Class A Common Stock"), and 133,200 shares of Class B Voting Common Stock, par
value $.01 per share ("Class B Common Stock" and, together with the Class A
Common Stock, the "Shares") on Form S-8 (the "Registration Statement") for
issuance under the Citadel Holding Corporation 1999 Stock Option Plan (the
"Plan").
In connection with the opinions expressed herein, we have made such
examination of matters of law and fact as we considered appropriate or advisable
for purposes hereof. We have examined and relied on originals or copies of all
such corporate records, documents, agreements, and instruments relating to the
Company and the Plan, and certificates of public officials and of
representatives of the Company. We have assumed for the purposes of this
opinion letter the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of the records, documents, agreements and instruments
submitted to us as originals, the conformity to the original of all documents
submitted to us as certified, facsimile or photostatic copies, and the
authenticity of the originals of such copies.
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We are admitted to the Bar of the State of Nevada. In rendering our
opinions hereinafter stated, we have relied on the applicable laws of the State
of Nevada as those laws presently exist and as they have been applied and
interpreted by courts having jurisdiction within the State of Nevada. We
express no opinion as to the laws of any other jurisdiction or of the United
States of America, and we assume no responsibility as to the applicability
thereto or effect thereon.
Based upon our examination and subject to the limitations, assumptions
and qualifications herein provided, we are of the opinion that (i) the Shares
issuable on the exercise of currently outstanding options granted in accordance
with the Plan are duly authorized; (ii) the Shares issuable on the exercise of
options hereafter granted shall have been duly authorized when the board of
directors of the Company, or a duly constituted committee thereof then
authorized to administer the Plan, shall have authorized the grant of such
options and the issuance of the Shares on the exercise thereof; and (iii) on the
exercise of the options in accordance with the terms of the Plan and the receipt
of the Company of the exercise price therefor, and assuming due authorization in
the case of options hereafter granted, compliance with applicable securities
laws and no change in the applicable law or pertinent facts, the Shares issued
on such exercise shall have been legally issued, fully paid and non-assessable.
We hereby consent to the filing of the foregoing opinion as Exhibit 5
to the Registration Statement to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and to the use of our
name in such Registration Statement.
Very truly yours,
/s/ Kummer Kaempfer Bonner & Renshaw
