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EXHIBIT 5
September 8, 2000
Perot Systems Corporation
12404 Park Central
Dallas, Texas 75251
Ladies and Gentlemen:
I have acted as counsel to Perot Systems Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company intends to file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 258,745 shares of the Company's
Class A Common Stock, par value $.01 per share (the "Common Stock"), which may
be distributed in accordance with the PS Information Resource (Ireland) Limited
Savings-Related Share Option Scheme (the "Plan").
I have examined a copy of the Registration Statement (including
the exhibits thereto), the related Prospectus (the "Prospectus") and the Plan.
In addition, I have examined, and have relied as to matters of fact upon, the
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such other and further
investigations, as I have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
I hereby advise you that in my opinion the original issue shares
of Common Stock issuable pursuant to the Plan, when duly authorized and issued
as contemplated by the Registration Statement, the related Prospectus and the
Plan, will be validly issued, fully paid and non-assessable.
I am a member of the Bar of the State of Texas and I do not
express any opinion herein concerning any law other than the law of the State
of Delaware.
I hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ PETER ALTABEF
PETER ALTABEF
