[McDermott, Will & Emery Letterhead]
June 5, 2000
Burns International Services Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
Re: Burns International Services Corporation --
Non-Affiliate Director Stock Option
Plan, 1999 Stock Incentive Plan, Employee
Stock Purchase Plan and Directors and
Executive Officers Stock Plans
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Ladies and Gentlemen:
We have acted as special counsel to Burns International Services
Corporation, a Delaware corporation (the "Company") in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration of the above captioned Shares of Common Stock of the Company to
be issued to participants in the Stock Plans and the Series A Participating
Cumulative Preferred Stock Purchase Rights (the "Rights") associated with such
issuance.
For the purpose of rendering the opinions expressed below, we have
reviewed the Stock Plans, the Rights Agreement as defined in the Registration
Statement, and the Registration Statement. We have also examined originals, or
copies of originals certified or otherwise identified to our satisfaction, of
the corporation records of the Company and of such other agreements, documents,
instruments and certificate of public officials, officers and representatives of
the Company and other persons, have examined such questions of law and have
satisfied ourselves as to such matters of fact as we have deemed relevant and
necessary as a basis for the opinions expressed herein. 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 our
examination.
Based on the foregoing, we are of the opinion that:
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Burns International Services Corporation
June 5, 2000
Page 2
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
2. The Shares of Common Stock under the Stock Plans will, when
certificates representing such Shares have been duly executed, countersigned and
registered and delivered against receipt by the Company of the consideration
provided in the Stock Plans, be legally issued, fully paid and nonassessable.
3. Each Right associated with the Stock Plans will be legally issued
when such Right has been duly issued in accordance with the terms of the Rights
Agreement and the associated Share of Common Stock have been duly issued as set
forth in paragraph 2.
The foregoing opinions are limited to the Delaware General Corporation
Law. We express no opinion as to the applications of the securities or blue sky
laws of the various states to the issuance or sale of the Shares of Common
Stock, the Rights or the Deferred Compensation Obligations. We assume no
obligation to update or supplement this opinion letter to reflect any facts or
circumstances which may hereafter come to our attention with respect to the
opinions expressed above, including any change in applicable law.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to all references to us included in or made part
of the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
