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Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 S. High Street
Columbus, Ohio 43215
Telephone: (614) 227-2000
Facsimile: (614) 227-2100
August 11, 2000
TEAM America Corporation
110 E. Wilson Bridge Road
Worthington, Ohio 43085
Gentlemen:
With respect to the Registration Statement on Form S-4 (the
"Registration Statement") being filed by TEAM America Corporation (the
"Company") under the Securities Act of 1933, as amended, relating to the
registration of 5,925,925 shares of the Company's common stock, without par
value (the "Shares"), to be issued in connection with the proposed merger (the
"Merger") of TEAM Merger Corporation, a Nevada corporation and wholly owned
subsidiary of the Company ("Merger Sub"), with and into Mucho.com, Inc., a
Nevada corporation ("Mucho"), which will, at the time of the consummation of the
Merger, be a wholly owned subsidiary of the Company, we advise you as follows:
We are counsel for the Company and have participated in the preparation
of the Registration Statement. We have reviewed the Agreement and Plan of
Merger, dated as of June 16, 2000, among the Company, Merger Sub, and Mucho, and
the First Amendment to the Agreement and Plan of Merger, dated as of August 9,
2000 (collectively, the "Merger Agreement"), the Company's Articles of
Incorporation, as amended to date, the corporate action taken to date in
connection with the Registration Statement and the issuance and sale of the
Shares, and such other documents and authorities as we deem relevant for the
purpose of this opinion.
Based upon the foregoing, we are of the opinion that:
(a) upon the proper approval of the issuance of the Shares by the
Company's shareholders;
(b) upon compliance with the Securities Act of 1933, as amended, and
with the securities or "blue sky" laws of the states in which the
Shares are to be offered for sale;
(c) upon the "Effective Time," as defined in the Merger Agreement;
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the Shares, when issued and delivered as provided in the Merger Agreement in
accordance with the resolutions heretofore adopted by the Board of Directors of
the Company, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
