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EXHIBIT 5
[WOLFF & SAMSON, P.A. LETTERHEAD]
July 25, 2000
Daisytek International Corporation
500 North Central Expressway
Plano, Texas 75074
Gentlemen:
We have acted as counsel to Daisytek International Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance of up to 1,999,026 shares of Common Stock,
par value $.01 per share, of the Company (the "Shares") pursuant to the terms of
the Converted Options (as such term is defined in the Registration Statement).
We have examined copies of the Certificate of Incorporation and By-Laws of
the Company, each as amended, the Registration Statement, the Converted Options
and such other corporate records and documents as we deemed necessary to form
the basis for the opinion hereinafter expressed. In our examination of such
material, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us. As to various questions of fact
material to such opinion, we have relied upon statements and certificates of
officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that all of the Shares have
been duly authorized and, when issued and sold in accordance with the terms
described in the Converted Options, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within 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 thereunder.
Very truly yours,
/s/ WOLFF & SAMSON, P.A.
