GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
[GIORDANO, HALLERAN & CIESLA LETTERHEAD]
DIRECT DIAL NUMBER DIRECT E-MAIL CLIENT/MATTER NO.
(732) 219-5483 or (732) 219-5499 [email protected] 03826/0481
Exhibit 5
July 27, 2000
Calton, Inc.
125 Half Mile Road, Suite 206
Red Bank, New Jersey 07701
Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities Act
of 1933, as amended (the "Registration Statement"), filed on this date by
Calton, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), to which this opinion letter is attached as an exhibit, for the
registration of a maximum of 1,160,000 shares (the "Shares") of the Company's
Common Stock, $.01 par value ("Common Stock"). Of the 1,160,000 Shares of Common
Stock being offered pursuant to the Registration Statement, 800,000 shares are
proposed to be offered and sold by the Company upon the exercise of options
granted, from time to time, under the Calton, Inc. 2000 Equity Incentive Plan
(the "Equity Incentive Plan"), and 360,000 shares are proposed to be issued upon
the exercise of options granted pursuant to stock option agreements between the
Company and certain employees of a wholly owned subsidiary of the Company (the
"Option Agreements").
We have examined the original or photostatic or certified copy of such
documents, records and other information as we deemed relevant and necessary as
the basis for the opinion set forth below. In such examination, we have assumed
the authenticity of each document submitted to us as an original, the conformity
to the original document of each document submitted to us as a certified or
photostatic copy, and the authenticity of the original of each such latter
document. In addition, we have assumed, in rendering the opinion set forth
below, that any stock certificate evidencing any shares of the Company's Common
Stock when issued either pursuant to the exercise of an option granted under the
Equity Incentive Plan or the Option
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GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
July 27, 2000
Page 2
Agreements, will have been duly executed on behalf of the Company and will have
been countersigned by the Company's transfer agent and registered by the
Company's registrar prior to their issuance.
On the basis of our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the Shares have been duly and validly
authorized and reserved for issuance and that upon the issuance of the Shares
against payment therefor in accordance with the provisions of the Equity
Incentive Plan or the Option Agreements, as the case may be, the Shares will be
validly issued, fully paid and non-assessable.
We consent to the filing of the opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the General Rules and Regulations of the Securities
and Exchange Commission.
Very truly yours,
GIORDANO, HALLERAN & CIESLA
A Professional Corporation
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