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Exhibit 5.1
[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
October 17, 2000
FTI Consulting, Inc.
2021 Research Drive
Annapolis, MD 21401
Re: Registration Statement on Form S-2
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Gentlemen:
We have acted as counsel to FTI Consulting, Inc., a Maryland corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-2, as amended by Amendments No. 1, 2 and 3 (the "Registration Statement"; Reg.
No. 333-45278), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates in the aggregate to up to 4,874,850 shares (the
"Shares") of the Company's Common Stock, par value $.01 per share (the "Common
Stock"). Of such Shares, the Company is selling 3,500,000 shares of Common Stock
and 739,000 shares of Common Stock are being sold by various selling
shareholders. In addition, the Company and some of the selling shareholders have
granted the underwriters the right to purchase up to 635,850 additional shares
of Common Stock to cover any over-allotments.
In this capacity, we have examined the Company's Charter and By-Laws, the
resolutions of the Board of Directors of the Company relating to the issuance of
the Shares, and such other documents, instruments, and matters of law as we have
deemed necessary to the rendering of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all documents
submitted to us as copies.
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FTI Consulting, Inc.
October 17, 2000
Page 2
Based upon the foregoing, we are of the opinion and advise you that the
Shares have been duly authorized and, upon the issuance and sale of the Shares
in accordance with the resolutions adopted by the Board of Directors of the
Company, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters." In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
