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Exhibit 5
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[COMDISCO, INC. LETTERHEAD]
August 8, 2000
The Board of Directors of
Comdisco, Inc.
6111 North River Road
Rosemont, Illinois 60018
Re: Issuance of $500 Million in 9 1/2% Notes of Comdisco, Inc. Due
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August 15, 2003
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Ladies and Gentlemen:
Reference is made to the form of the Registration Statement on Form S-3
(File No. 333-87725) filed with the Securities and Exchange Commission (the
"Commission") on September 24, 1999 (the "Registration Statement") by Comdisco,
Inc., a Delaware corporation (the "Company"), under the Securities Act of 1933,
as amended (the "Act"), and declared effective November 12, 1999, relating to
$1,500,000,000 in aggregate principal amount of Debt Securities of the Company
(the "Debt Securities") and Common Stock as may be issuable from time to time
upon conversion or exchange or Debt Securities to the extent such Debt
Securities are, by their terms, convertible or exchangeable for Debt Securities
pursuant to Rule 415 under the Act for issuance from time to time. This opinion
is being furnished to you for filing on a Current Report on Form 8-K which will
be incorporated by reference as a supplemental exhibit to the Registration
Statement.
I am familiar with the proceedings taken and proposed to be taken by the
Company in connection with the proposed authorization, issue and sale of
$500,000,000 in aggregate principal amount of 9 1/2% Notes Due August 15, 2003
to be offered by the Company as Debt Securities under the Registration Statement
(the "Notes") and I have examined the originals, or copies, certified or
otherwise identified, of corporate records of the Company, certificates of
public officials and the representatives of the Company, statutes and other
documents and instruments, as the basis for the opinion hereinafter expressed.
I have also examined the form of Indenture between the Company and SunTrust
Bank, as Trustee, under which the Notes are to be issued (the "Indenture") and
the form of Underwriting Agreement and related Terms Agreement by and among the
Company, and certain Underwriters pursuant to which the Notes will be
distributed (collectively, the "Underwriting Agreement"), the forms of each of
which have been filed as exhibits to the Registration Statement. I am also
familiar with the form of Prospectus Supplement and Prospectus relating to the
Notes and their offering by the Company, each dated August 3, 2000 and to be
filed with the Commission on or about August 7, 2000. I am also familiar with
the proposed opinion of legal counsel qualified to practice in New York
concerning the validity, legality and binding effect of the Notes under New York
law, upon which I will rely
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Comdisco, Inc.
August 8, 2000
Page 2
in delivering my opinion pursuant to the Underwriting Agreement and upon which
opinion I am relying in connection with this opinion.
Based upon the foregoing examination, and in reliance thereon, I am of the
opinion that, subject to the terms of the Notes being otherwise in compliance
with applicable law, the Notes, when duly authorized, executed, authenticated
and delivered in the form contemplated by the Indenture and in accordance with
the terms of the applicable resolutions of the Board of Directors of the
Company, and any legally required consents, approvals, authorizations and other
orders of the Commission or any other judicial or regulatory authorities
required to be obtained, against payment therefor as described in the
Registration Statement, will be legally issued and will be binding obligations
of the Company, entitled to the benefits of Indenture.
The foregoing opinion is subject to (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) with respect to the enforceability of any agreement to
general principles of equity (regardless of whether such enforceability is
considered in an action at law or in equity).
I am qualified to practice law in the State of Illinois and do not purport
to be an expert on, or to express any opinion herein concerning any law other
than the laws of the State of Illinois, the corporation laws of the State of
Delaware, and the federal laws of the United States. Without limiting the
generality of the foregoing, I express no opinion as to the effect of the law of
any jurisdiction other than the State of Illinois or the corporate law of
Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K to be incorporated by reference into the
Registration Statement.
Very truly yours,
/s/ Jeremiah M. Fitzgerald
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Jeremiah M. Fitzgerald
Vice President and
General Counsel
