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EXHIBIT 5.1
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Dallas Bank One Plaza Hong Kong
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Los Angeles 10 S. Dearborn Street London
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New York Chicago, Illinois 60603 Shanghai
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Washington, D.C. Telephone 312 853 7000 Singapore
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Facsimile 312 853 7036 Tokyo
Founded 1866
June 14, 2000
Board of Directors
Concord EFS, Inc.
25252 Horizon Lake Drive
Suite 120
Memphis, TN 38133
Re: 2,800,000 Shares of Common Stock, Par Value $0.33 1/3 Per Share
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement") filed by Concord EFS, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of up to 2,800,000
shares of common stock, par value $0.33 1/3 per share (the "New Shares") of the
Company.
In rendering this opinion, we have examined and relied upon a copy of
the Registration Statement. We have also examined or caused to be examined
originals, or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and statements of government officials and
other instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for examination.
Based on the foregoing, and subject to the qualifications and
limitations hereinafter set forth, we are of the opinion that:
1. The Company is a validly existing corporation under the laws of the
State of Delaware.
2. The New Shares will be legally issued, fully paid and nonassessable
when (i) the Registration Statement, as finally amended (including any
necessary post-
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SIDLEY & AUSTIN CHICAGO
Board of Directors
Concord EFS, Inc.
June 14, 2000
Page 2
effective amendments), shall have become effective under the
Securities Act; (ii) the Company's Board of Directors or duly
authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of the New Shares as contemplated by
the Registration Statement; and (iii) certificates representing the
New Shares shall have been duly executed, countersigned and registered
and duly delivered to the purchasers thereof against payment of the
agreed consideration therefor.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or "Blue Sky" laws of the various states to the sale of the New Shares.
This opinion is limited to the Delaware General Corporation Law and
the Securities Act.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to our firm in the Registration
Statement or the Proxy Statement and Prospectus included therein.
Very truly yours,
/s/ Sidley & Austin
