EXHIBIT (5)
Law Offices
Griffin Griffin Tarby & Murphy LLP
1912 Sunderland Place
Washington, D.C. 20036
December 19, 2000
OPINION AND CONSENT OF COUNSEL
SBM Certificate Company
5101 River Road, Suite 102
Bethesda, Maryland 20816
Executives:
We are giving this opinion in connection with the filing with the
Securities and Exchange Commission ("SEC") by SBM Certificate Company, a
Maryland corporation ("Company"), of Post-Effective Amendment No. 13 under the
Securities Act of 1933 ("1933 Act") to the Company's Registration Statement on
Form S-1 (File No. 33-38066) ("Registration Statement"). The Registration
Statement under the 1933 Act relates to series of face-amount certificates,
namely the Series 503, Series 505, Series 507 and Series 510 Certificates
(collectively, "Certificates"), to be offered by the Company.
We have examined the Company's Articles of Incorporation; the Company's
By-Laws; certain Board of Directors' resolutions; Post-Effective Amendment No.
13 to the Registration Statement under the 1933 Act, substantially in the form
in which it is to be filed with the SEC; and such corporate and other records,
certificates, representations, documents, and statutes that we have deemed
relevant in order to render the opinion expressed herein.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the
State of Maryland; and
2. The Certificates to be offered for sale by the Company, when issued
and paid for in the manner contemplated by the Registration Statement, as
amended, will be legally issued, fully-paid, and non-assessable and will
constitute legally binding obligations of the Company enforceable against the
Company in accordance with their terms.
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This letter expresses our opinion as to the Maryland General
Corporation Law, addressing matters such as due formation and the authorization
and issuance of the Certificates, but does not extend to the securities or "Blue
Sky" laws of Maryland or to federal securities or other laws.
We consent to the use of this opinion as an Exhibit to the Registration
Statement, as amended. In giving this consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Griffin Griffin Tarby & Murphy LLP
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GRIFFIN GRIFFIN TARBY & MURPHY LLP
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