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EXHIBIT 5
[LETTERHEAD OF SACHNOFF & WEAVER, LTD.]
June 7, 2000
Security Associates International, Inc.
2101 South Arlington Heights Road
Suite 100
Arlington Heights, Illinois 60005
RE: REGISTRATION STATEMENT ON FORM S-8
SECURITY ASSOCIATES INTERNATIONAL INC. STOCK OPTION PLAN
Gentlemen:
We have acted as counsel for Security Associates International, Inc. (the
"COMPANY") in connection with the Registration Statement on Form S-8 filed by
the Company with the Securities and Exchange Commission to effect the
registration, pursuant to the Securities Act of 1933, of 1,000,000 shares of
common stock, $0.001 par value (the "COMMON STOCK"), which may be offered by the
Company under the above-referenced plan (the "PLAN").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate and
other instruments, documents and records as we have deemed relevant and
necessary to examine for the purpose of this opinion, including the Plan. In
addition, we have reviewed such questions of law as we have considered necessary
and appropriate for the purposes of this opinion.
We have assumed the accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the due authority of
the parties signing such documents, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all the documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.
Based upon and subject to the foregoing, we advise you that, in our
opinion, the shares of Common Stock proposed to be offered by the Company as set
forth in the Registration Statement have been duly authorized and, when issued
and sold in accordance with the Security Associates
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International, Inc. Stock Option Plan referred to in the Registration Statement,
such shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission.
We express no opinions as to matters under or involving any laws other than
the federal laws of the United States of America and the General Corporation Law
of the State of Delaware.
Very truly yours,
/s/ SACHNOFF & WEAVER, LTD.
SACHNOFF & WEAVER, LTD.
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