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Exhibit 5
October 3, 2000
The DeWolfe Companies, Inc.
80 Hayden Avenue
Lexington, MA 02421
RE: Registration of 624,700 shares of Common Stock of The DeWolfe
Companies, Inc. on SEC Form S-8 Registration Statement
Gentlemen:
In connection with the registration under the Securities Act of 1933 of
an additional 624,700 shares of Common Stock, $.01 par value ("Common Stock"),
to be issued by The DeWolfe Companies, Inc. ( the "Company") pursuant to the
Company's 1998 Stock Option Plan (the "Option Plan") as more particularly set
forth in the Registration Statement on Form S-8 to be filed with the Securities
and Exchange Commission on or about October 4, 2000, we have examined the
Restated Articles of Organization of the Company, as amended, the By-laws and
minute books of the Company, the Option Plan, and the pertinent statutes of the
Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock being offered by the Company pursuant to said Registration
Statement will be, when issued and paid for in accordance with the terms of the
Option Plan, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
LYNCH, BREWER,
HOFFMAN & SANDS, LLP
