<PAGE>
EXHIBIT 5.2
[LETTERHEAD OF UNICOMP]
Contact: Marty Tullio
Partner
Investor Relation Resources
949.566.9860
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
---------------------
December 4, 2000
UNICOMP, INC. SELLS UNIBOL, LTD. AND TERMINATES
MERGER TALKS WITH CALIFORNIA SOFTWARE CORPORATION
UNICOMP, INC. FILES SUIT AGAINST CALIFORNIA SOFTWARE CORPORATION
REGARDING OWNERSHIP OF UNIBOL, INC.
MARIETTA, GA. -- December 4, 2000 -- UNICOMP, INC. (NASDAQ:UCMP), a provider of
retail e-business solutions and innovative business software solutions for small
and medium-sized companies, retailers and system integrators today announced
that it has sold Unibol, Ltd. to California Software Corporation. Additionally,
UniComp announced that it has terminated merger talks with California Software
and has filed suit against California Software seeking a declaratory judgment
that Unibol, Inc. was not sold to California Software in the Unibol, Ltd.
transaction despite California Software's claims to the contrary. Due to the
disputes that have arisen between California Software and UniComp following the
sale of Unibol, Ltd., UniComp has delayed disclosure of such matters until it
could provide a more complete picture of the transaction to its shareholders.
UniComp and California Software entered into a Stock Purchase Agreement
effective as of November 9, 2000, whereby California Software purchased Unibol,
Ltd., a United Kingdom subsidiary of UniComp. California Software subsequently
claimed to have purchased Unibol, Inc., the US subsidiary of UniComp with
exclusive rights to distribute Unibol, Ltd.'s products in the United States.
UniComp and California Software have been unable to resolve their disputes, and
UniComp believes that California Software's actions following the closing of the
sale of Unibol, Ltd. have damaged and will continue to damage UniComp and its
affiliates. As a result, UniComp today filed a lawsuit in Cobb County, Georgia
seeking a declaratory judgment that Unibol, Inc. was not a part of the Unibol,
Ltd. transaction, and seeking to enjoin California Software from further
attempting to exercise any ownership of Unibol, Inc., as well as other
unspecified damages.
As a result of the disputes that have arisen between UniComp and California
Software, the parties have ceased all negotiations and are no longer pursuing
the merger of the two companies.
UniComp has notified California Software that, in UniComp's opinion, the Form
8-K filed by California Software on November 29, 2000 contains material
misstatements and omissions of material facts in connection with California
Software's disclosure of the Stock Purchase Agreement. UniComp plans to file its
own Form 8-K disclosing the sale of Unibol, Ltd. as soon as possible.
- MORE -
<PAGE>
UNICOMP, INC. SELLS UNIBOL, LTD. AND TERMINATES MERGER TALKS WITH CALIFORNIA
SOFTWARE CORPORATION
Page 2-2-2
ABOUT UNICOMP
UniComp, Inc. is a provider of retail e-business solutions, customer-activated
wireless devices and software solutions for companies, resellers and system
integrators worldwide. The retail e-business solutions include (1) a full suite
of e-business solutions and services including secure Internet and/or
bricks-and-mortar transaction processing, web development and hosting and (2) a
family of customer-activated wireless devices to enhance the retail shopping
experience and reduce overhead costs. The software applications and services
include a comprehensive suite of systems management software for IBM AS/400
users and two platform migration products for transitioning IBM System/36 and
AS/400 applications to open-system platforms such as Windows NT, UNIX and Linux.
UniComp's customer list includes Coca-Cola, Symbol Technologies, Kyrus
Corporation, Systech Retail Systems, DHL Worldwide Express, and BMW Motors.
Please visit our World Wide Web site at: WWW.UNICOMP.COM.
SAFE HARBOR
CERTAIN STATEMENTS IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS. THESE
FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES ASSOCIATED
WITH DEMAND FOR THE COMPANY'S PRODUCTS AND SERVICES, DEVELOPMENT OF MARKETS FOR
THE COMPANY'S PRODUCTS AND SERVICES AS WELL AS OTHER RISKS IDENTIFIED IN THE
COMPANY'S SEC FILINGS. ACTUAL RESULTS, EVENTS AND PERFORMANCE COULD DIFFER
MATERIALLY. READERS ARE THEREFORE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS NEWS
RELEASE. UNICOMP UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE RESULT OF ANY
REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS
OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
# # # #
