OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
September 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Healthcare Services Group, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 dated the
date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission by Healthcare Services Group, Inc., a Pennsylvania
corporation (the "Company"). The Registration Statement relates to an aggregate
of 500,000 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock") that may be issued by the Company upon the exercise of
outstanding stock options granted pursuant to the Company's 1995 Incentive and
Non-Qualified Stock Option Plan, as amended (the "1995 Plan").
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Securities and Exchange Commission
September 25, 2000
Page -2-
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
Bylaws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, the 1995 Plan, the documents to be sent or given to
participants in the 1995 Plan and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms and conditions described in the
1995 Plan, will be duly and validly issued, fully paid and non-assessable.
Very truly yours,
/s/ Olshan Grundman Frome Rosenzweig & Wolosky LLP
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
