EXHIBIT 5.1
November 30, 2000
FINANCIAL FEDERAL CORPORATION
733 Third Avenue
New York, New York 10017
Re: Financial Federal Corporation
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Financial Federal Corporation, a Nevada
corporation (the "Company"), in connection with the registration statement on
Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933 on the date hereof. The
Registration Statement relates to 2,500,000 shares of the Company's common
stock, par value $.50 per share (the "Shares"), which will be issuable upon
the exercise of options which may be granted pursuant to the provisions of
the Financial Federal Corporation 1998 Stock Option Plan (the "Plan").
In this regard, we have examined executed originals or copies of the
following:
(a) the Articles of Incorporation, the Certificate of Amendment of
Articles of Incorporation and the By-laws of the Company, each as in effect
at the date hereof;
(b) the resolutions by unanimous written consent of the board of
directors of the Company adopted on November 13, 2000;
(c) the certified minutes of meeting of the board of directors of the
Company held on September 28, 1998;
(d) the certified minutes of meeting of stockholders of the Company
held on December 8, 1998;
(e) the Plan;
(f) the Company's Registration Statement on Form S-8 as filed with the
Securities and Exchange Commission (the "Commission") on the date hereof;
(g) such other instruments, corporate records, certificates, and other
documents as we have deemed necessary as a basis for the opinion hereinafter
expressed; and
(h) we have further examined Chapter 78 of the Nevada Revised Statutes
entitled "Private Corporations."
Based upon such examination and in reliance thereon and having regard
for legal considerations which we deem relevant, we are of the opinion that
the Shares have been duly authorized and, when issued upon exercise of, and
payment of the exercise price for, stock options granted or to be granted
pursuant to the Plan in accordance with the Plan's terms, the Shares will be
validly issued, fully paid and non-assessable.
With your permission we have assumed the following: (a) the authenticity
of original documents and the genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to us as copies; (c)
the truth, accuracy, and completeness of the information, factual matters,
representations, and warranties contained in the records, documents,
instruments and certificates we have reviewed; (d) except as specifically
covered in the opinions set forth above, the due authorization, execution,
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and delivery on behalf of the respective parties thereto of documents
referred to herein and the legal, valid, and binding effect thereof on such
parties; and (e) the absence of any evidence extrinsic to the provisions of
the written agreements between the parties that the parties intended a
meaning contrary to that expressed by those provisions.
We express no opinion as to matters of law in jurisdictions other than
the State of New York (the jurisdiction in which we are licensed to practice)
and the federal securities laws of the United States, except to the extent
necessary to render the opinions set forth above with respect to the
corporation law of the State of Nevada. As you know, we are not licensed to
practice law in the State of Nevada, and our opinions as to Nevada corporate
law are based solely on review of Chapter 78 of the Nevada Revised Statutes,
entitled "Private Corporations."
We consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel."
Very truly yours,
/s/ORRICK, HERRINGTON & SUTCLIFFE LLP
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