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Exhibit 5
DENNIS W. TOWNLEY
DIRECT LINE: 617-428-3537
[email protected]
January 5, 2001
HPSC, Inc.
60 State Street
Boston, MA 02109-1803
Gentlemen:
We have acted as counsel for HPSC, Inc., a Delaware corporation (the
"Company") with respect to a proposed offering (the "Offering") of a maximum of
450,000 shares of the Company's Common Stock, $.01 par value per share, (such
shares, the "Common Shares") to eligible employees, consultants and non-employee
directors of the Company pursuant to the HPSC, Inc. 2000 Stock Incentive Plan
(the "2000 Plan") which was adopted by the Board of Directors of the Company on
December 13, 1999 and ratified by the stockholders of the company on April 20,
2000. We have assisted you in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") with respect to the Offering.
We have made such examination of law and have examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
records and such other documents, including the 2000 Plan, as we have considered
relevant and necessary for the opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The Common Shares have been duly authorized by all necessary
corporate action of the Company.
2. The 2000 Plan has been duly adopted by the Company.
3. The Common Stock, upon issuance and delivery against payment
as provided in the 2000 Plan, will be validly issued, fully
paid and non-assessable.
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HPSC, Inc.
January 5, 2001
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HILL & Barlow
A Professional Corporation
By: /s/ Dennis W. Townley
Dennis W. Townley
a member of the firm
