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EXHIBIT 5
[TSC Letterhead]
August 2, 2000
Technology Solutions Company
205 North Michigan Avenue
Suite 1500
Chicago, Illinois 60601
Re: 15,243,113 shares of Common Stock, $.01 par value
15,243,113 Preferred Stock Purchase Rights
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Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Technology Solutions Company, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of 2,000,000 shares of Common Stock, $.01 par value, of the Company
to be issued under the Technology Solutions Company1995 Employee Stock Purchase
Plan and 13,243,113 shares of Common Stock, $.01 par value, of the Company to be
issued under the Technology Solutions Company 1996 Stock Incentive Plan,
together with the Preferred Stock Purchase Rights of the Company (the
"Registered Rights") associated therewith. The terms of the Registered Rights
are set forth in a Rights Agreement and the First Amendment to Rights Agreement
(together, the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
I am familiar with the proceedings to date with respect to the proposed
issuance of an aggregate of 15,243,113 shares of Common Stock, $.01 par value,
of the Company (the "Registered Common Stock"), together with the Registered
Rights associated therewith, under the Technology Solutions Company1995 Employee
Stock Purchase Plan and the Technology Solutions Company 1996 Stock Incentive
Plan (collectively, the "Plans"). I have examined such records, documents and
questions of law, and satisfied myself as to such matters of fact, as I have
considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Each share of the Registered Common Stock which is newly issued
pursuant to either of the Plans will constitute a share of Common Stock of the
Company which has been duly authorized and validly issued and is fully paid and
non-assessable when (i) the Registration Statement shall have become effective
under the Securities Act; (ii) the Company's board of directors or a duly
authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of such share as contemplated by the
respective Plan; and (iii) a certificate representing such share shall have been
duly executed, countersigned and registered and duly delivered upon payment of
the agreed consideration therefor (not less than the par value thereof)
determined in accordance with the terms of the respective Plan.
3. The Registered Right associated with each share of Registered Common
Stock referred to in paragraph 2 will be validly issued when (i) such Registered
Right shall have been duly issued in accordance with the terms of
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the Rights Agreement and (ii) such associated share shall have been duly issued
and paid for as set forth in paragraph 2.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America. I hereby consent
to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Paul R. Peterson
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Paul R. Peterson
General Counsel
