EXHIBIT 5.1
Opinion Letter of Counsel
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HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
ONE M&T PLAZA, SUITE 2000
BUFFALO, NEW YORK 14203
June 1, 2000
Rent-Way, Inc.
One RentWay Place
Erie, Pennsylvania 16505
Ladies and Gentlemen:
Re: Registration Statement on Form S-3 (No. 333- )
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We are delivering this opinion at your request in connection with the
registration by Rent-Way, Inc. (the "Company") under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, of 115,812 shares of
Common Stock, without par value, of the Company, underlying certain stock
options of the Company (the "Shares"), for sale by the selling shareholders
identified in the prospectus (the "Prospectus") forming a part of the
above-referenced registration statement (the "Registration Statement").
The opinions set forth in this letter are based upon (1) our review of (a)
originals, or copies authenticated to our satisfaction, of the Company's
Articles of Incorporation, as amended, its Bylaws, as amended, and records of
certain of its corporate proceedings and (b) such other certificates, opinions,
instruments and agreements we have deemed necessary and (2) our review of
published sources of law as we have deemed necessary.
Subject to the qualifications set forth in this letter, it is our opinion
that the Shares have been duly authorized and, on exercise of such stock options
in accordance with their terms, including payment of the exercise price thereof,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement and the reference to this firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR LLP
By: /s/ John J. Zak
/smd
