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EXHIBIT 5
[LETTERHEAD OF GARY CARY WARE & FREIDENRICH]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-833-2000 Fax: 650-327-3699www.graycary.com
December 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for PICO Holdings, Inc., a California corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 1,200,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the 2000 Nonstatutory Stock Option Plan.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California and the federal law of the
United States.
Based on such examination, we are of the opinion that the 1,200,000 shares
of Common Stock which may be issued upon exercise of the options are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Plan, will be validly issued, fully paid and nonassessable. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement referred
to above and the use of our name wherever it appears in said Registration
Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
