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EXHIBIT 5
June 6, 2000
Board of Directors
Koger Equity, Inc.
8880 Freedom Crossing Trail
Jacksonville, FL 32256-8280
Re: Koger Equity, Inc.
Stock Option
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Koger Equity, Inc., a Florida corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of the above-captioned Registration Statement (the "Registration Statement") for
the purpose of registering 1,000,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), issuable in connection with awards made
pursuant to the Company's 1998 Equity and Cash Incentive Plan, as Amended and
Restated (the "Plan").
In so acting as such counsel, we have examined and relied upon the
originals or copies, certified or otherwise identified to our satisfaction, of
such Company records, documents, certificates, and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below. Based upon the foregoing, and such examination of law as we
have deemed necessary, we are of the opinion that:
1. The Company has been incorporated and is existing as a
corporation and its status is active under the laws of the State
of Florida.
2. The Shares have been authorized and, when issued and sold as
contemplated in the Registration Statement and in accordance
with the terms of the Plan, will be validly issued, fully paid
and non-assessable.
We consent to the use of this letter as an Exhibit to the Registration
Statement.
Very truly yours,
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