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EXHIBIT 5.1
OPINION OF JEREMIAH M. FITZGERALD
June 16, 2000
The Board of Directors of
Comdisco, Inc.
6111 North River Road
Rosemont, Illinois 60018
Comdisco, Inc.
Registration Statement on Form S-3
Comdisco Ventures Stock and Comdisco Ventures Stock Rights
Ladies and Gentlemen:
Reference is made to that certain Amendment No. 1 to the Registration
Statement on Form S-3 (the "Registration Statement") filed on or about this date
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), relating to the offer and sale of (i) up to
$150,000,000 of Comdisco, Inc. - Comdisco Ventures Common Stock, par value $.10
per share (the "Comdisco Ventures Stock"), of Comdisco, Inc. (the "Company") and
(ii) an equal number of rights to purchase shares of the Company's Preferred
Stock, Series D, par value $.10 per share (the "Comdisco Ventures Rights"),
initially attached to each share of Comdisco Ventures Stock and to be issued
pursuant to the amended and restated rights agreement between the Company and
ChaseMellon Shareholder Services L.L.C., as rights agent (the "Restated Rights
Agreement"). Defined terms not otherwise defined herein have the meaning
ascribed to them in the Registration Statement.
I have participated in the preparation of the Registration Statement and
have examined the corporate records and documents, statements and certificates
of officers of the Company and such other materials as I have deemed necessary
to the issuance of this opinion.
Prior to the date of this opinion (a) The Tracking Stock Proposal as set
forth in the Company's Proxy Statement filed March 20, 2000 was approved by the
shareholders of the Company, (b) the Restated and Amended Certificate of
Incorporation in the form included as Exhibit 4.1 to the Registration Statement
was filed with, and declared effective by, the Delaware Secretary of State's
office, and (c) the Restated Rights Agreement was duly executed and delivered by
the Company and the rights agent.
I assume that before the offer and sale of the Comdisco Ventures Stock, the
appropriate action will be taken to register and qualify the Comdisco Ventures
Stock under all applicable state securities or "blue sky" laws.
I express no opinion herein as to the laws of any state or jurisdiction
other than the corporation law of the state of Delaware and the federal laws of
the United States of America.
Based on the foregoing, I am of the opinion that:
1. The Comdisco Ventures Stock has been duly authorized, and, when issued
and paid for as described in the Registration Statement, will be validly issued,
fully paid and nonassessable.
2. All corporate actions required under the corporation laws of the state
of Delaware have been taken for the Comdisco Ventures Rights, and when issued
pursuant to the Restated Rights Agreement, the Comdisco Ventures Rights will be
validly issued.
Please note that I am opining as to the matters expressly set forth herein,
and no opinion should be inferred as to any other matters.
I consent to the filing of this opinion as an exhibit to the Registration
Statement in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act and to the statement made in reference to me under
the caption "Legal Matters" in the related prospectus and in any amendment or
supplement to the prospectus. I do not admit by giving this consent that I am in
the category of persons whose consent is required under Section 7 of the 1933
Act, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Jeremiah M. Fitzgerald
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Jeremiah M. Fitzgerald, Vice President and
Chief Legal Officer
