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EXHIBIT 5
[LETTERHEAD OF THE REYNOLDS AND REYNOLDS COMPANY]
January 17, 2001
Ladies and Gentlemen:
As General Counsel and Secretary for The Reynolds and Reynolds Company (the
"Company"), I am familiar with the Amended Articles of Incorporation of the
Company under the laws of the State of Ohio, its Consolidated Code of
Regulations, and the respective actions taken by the Shareholders and by the
Board of Directors in connection therewith, and all subsequent corporate
proceedings with respect thereto.
In addition, I am familiar with the preparation of the Registration Statement on
Form S-3 registering 24,590 shares of Class A Common Stock, no par value,
relating to the sales, if any, of the shares by the selling shareholder
currently being filed with the SEC (the "Registration Statement").
I am also acquainted with the business activities of the Company and have
examined corporate minute books, records and such other documents as I have
deemed necessary in order to render to you the following opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly organized and is a validly existing
corporation in good standing under the laws of the State of Ohio.
2. The 24,590 shares of Class A Common Stock proposed to be sold by the
selling shareholder, as described in the Registration Statement, have
been duly authorized and validly issued, and are fully paid and
nonassessable as described in such Registration Statement.
Very truly yours,
/s/ Douglas M. Ventura
Douglas M. Ventura
General Counsel
and Secretary
