EXHIBIT 5
September 22, 2000
Scott Matthews, Executive Vice President
FDN, INC.
2290 Lee Road
Winter Park, FL 32789
Re: Legal Opinion for S-8 Registration Statement
Dear Mr. Matthews:
At your request, I have examined the form of Registration Statement which
FDN, INC. (the "Company") is filing with the Securities and Exchange Commission,
on Form S-8 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 500,000 shares of your Common
Stock (the "Stock") issuable pursuant to satisfaction of conditions set forth in
the agreement with the Consultant to the Company (the "Consulting Agreement").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:
1. Articles of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing filing of Form S-8 regarding the shares set forth in the
amended consulting agreement with Kevin Welch;
4. The Registration Statement;
5. The agreements with the individual for whom the shares are being
registered in the Registration Statement.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records. Based upon the foregoing, it is my
opinion that: (i) the Stock to be issued under the agreements, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws, and execution of the Amended Consulting Agreement in accordance with
the contracts as contemplated, when issued, will be duly and validly authorized,
fully paid and non-assessable; and (ii) no consent, approval, order or
authorization of any regulatory board, agency, or instrumentality having
jurisdiction over the Company or its properties (other than registration under
the Act or qualification under state securities or Blue Sky laws or clearance
from the NASD) is required for the valid authorization, issuance and delivery of
the Stock, or, if required, it has been obtained and is in full force and
effect.
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I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the stock delivered upon fulfillment of the
agreements is proposed to be offered and sold or as to the effect, if any, which
non-compliance with such laws might have on the validity of issuance of the
stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock issued as described in the Registration Statement in connection with
the offering described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any Other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing in this opinion shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the Securities Act of 1993, as amended,
or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
Warren J. Soloski, A Professional Corporation
/s/ Warren J. Soloski
----------------------------
Warren J. Soloski, President
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