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SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
WILLIAM J. SCHIFINO ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELEPHONE: (813) 223-1535 201 NORTH FRANKLIN STREET
LINA ANGELICI TELECOPIER: (813) 223-3070 SUITE 2700
AMY LETTELLEIR TAMPA, FLORIDA 33602
CYNTHIA MOORE
Exhibit 5
December 14, 2000
Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
RE: Raymond James Financial, Inc. - Registration Statement on Form S-3
Ladies and Gentlemen: We have examined the Registration Statement on
Form S-3 (the "Registration Statement"), to be filed by Raymond James
Financial, Inc., a Florida corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of the
Company's common stock, $0.01 par value per share (the "Common Stock"). The
shares of Common Stock are to be issued pursuant to an Arrangement Agreement,
dated November 27, 2000, among the Company, Raymond James Holdings (Canada),
Inc. and Goepel McDermid Inc., in the form filed as an exhibit to the
Registration Statement, and as described in the Registration Statement and the
Prospectus contained therein (the "Prospectus").
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents
and the genuineness of all signatures, (b) the conformity to the originals of
all documents submitted to us as copies and (c) the truth, accuracy and
completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed.
Based on such examination and subject to the foregoing exceptions,
qualifications, and limitations, it is our opinion that the issuance of the
shares of Common Stock has been duly authorized by appropriate corporate
action, the shares of Common Stock will be duly issued, registered and
delivered by the Company pursuant to the Arrangement Agreement as described in
the Registration Statement, and the shares of Common Stock, when issued, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement and the Prospectus and in any amendment
or supplement thereto. In giving such consent, we do not believe that we are
"experts" within the meaning of such term used in the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
SCHIFINO & FLEISCHER, P.A.
