EXHIBIT 5
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
October 4, 2000
Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 33760
RE: Tech Data Corporation - Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File No.
333-44848), including Amendment No. 1 thereto (the "Registration Statement"),
filed or to be filed by Tech Data Corporation, 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
the Company's debt securities (the "Debt Securities"), shares of the Company's
common stock, $0.0015 par value per share (the "Common Stock"), and warrants for
the purchase of Debt Securities or Common Stock (the "Warrants"), with an
aggregate offering price of up to $500,000,000. The Debt Securities, the Common
Stock and the Warrants are to be sold from time to time as set forth in the
Registration Statement, the Prospectus contained therein (the "Prospectus"), the
supplements to the Prospectus (the "Prospectus Supplements"), and pursuant to
one or more underwriting agreements (each an "Underwriting Agreement"),
substantially in the form filed as an exhibit to the Registration Statement. The
Debt Securities may be either senior debt securities (the "Senior Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities"). The Senior Debt Securities are to be issued pursuant to a Senior
Indenture, to be filed as an exhibit to the Registration Statement (the "Senior
Indenture"), to be entered into between the Company and the applicable trustee
to be appointed by the Company. The Subordinated Debt Securities are to be
issued pursuant to a Subordinated Indenture, to be filed as an exhibit to the
Registration Statement (the "Subordinated Indenture", together with the Senior
Indenture, the "Indentures"), to be entered into between the Company and the
applicable trustee to be appointed by the Company. The Debt Securities are to be
issued in one or more forms filed with a Current Report on Form 8-K or a
Post-Effective Amendment to the Registration Statement.
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, we express the following opinions:
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1. When the issuance of Senior Debt Securities has been duly
authorized by appropriate corporate action and the Senior Debt Securities have
been duly completed, executed, authenticated, registered and delivered in
accordance with the Senior Indenture and sold pursuant to an Underwriting
Agreement and as described in the Registration Statement, any amendment thereto,
the Prospectus and any Prospectus Supplement relating thereto, the Senior Debt
Securities will be legal, valid and binding obligations of the Company, entitled
to the benefits of the Senior Indenture.
2. When the issuance of Subordinated Debt Securities has been
duly authorized by appropriate corporate action and the Subordinated Debt
Securities have been duly completed, executed, authenticated, registered and
delivered accordance with the Subordinated Indenture and sold pursuant to an
Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto, the Subordinated Debt Securities will be legal, valid and binding
obligations of the Company, entitled to the benefits of the Subordinated
Indenture.
3. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action, including any Common Stock that may
be issuable pursuant to the conversion of any Debt Securities, and the shares of
Common Stock have been duly issued, sold, registered and delivered by the
Company or pursuant to an Underwriting Agreement and as described in the
Registration Statement, any amendment thereto, the Prospectus and any Prospectus
Supplement relating thereto, the shares of Common Stock will be legally issued,
fully paid and nonassessable.
4. When (i) the terms of the Warrants have been established in
accordance with the resolutions of the Company's Board of Directors authorizing
the issuance and sale of the Warrants, (ii) the applicable warrant agreement
(the "Warrant Agreement") has been duly authorized by appropriate corporate
action and validly executed and delivered by the Company and the applicable
warrant agent appointed by the Company, (iii) the Warrants or certificates
representing the Warrants have been duly completed, executed, authenticated,
registered and delivered in accordance with the applicable Warrant Agreement and
sold pursuant to an Underwriting Agreement and as described in the Registration
Statement, any amendment thereto, the Prospectus and any Prospectus Supplement
relating thereto, the Warrants will be legally issued, fully paid and
non-assessable.
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, the Prospectus, the Prospectus
Supplement, 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,
SCHIFINIO & FLEISCHER, P.A.
