EXHIBIT 5
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
Attorneys
Eleven Penn Center
1835 Market Street, 14th Floor
Philadelphia, Pennsylvania 19103
July 27, 2000
Osage Systems Group, Inc.
1661 East Camelback Road, Suite 245
Phoenix, AZ 85016
Gentlemen:
We have acted as counsel to Osage Systems Group, Inc., a Delaware
corporation ("Osage"), in connection with the filing by Osage of a registration
statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended, relating to the registration of the following shares of
Osage's common stock, $0.01 par value per share (the "Common Stock"), all of
which are to be offered by certain selling security holders as set forth in the
Registration Statement:
1. 2,830,539 shares of Common Stock (the "Shares");
2. 1,059,277 shares of Common Stock, subject to adjustment, which may be
issued, if at all, upon the exercise of warrants identified on Exhibit A
attached hereto (the "Warrants");
3. 10,000,000 shares of common stock, subject to adjustment, which may be
issued, if at all, upon the conversion of Osage's outstanding 10% Convertible
Debentures (the "Debentures"); and
4. 10,000,000 shares of common stock, subject to adjustment, which may be
issued, if at all, upon the exercise of certain outstanding warrants granted on
November 22, 1999 (the "Contingent Warrants").
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares has been duly and validly authorized, and the
Shares are legally issued, fully paid and non-assessable;
2. The shares of Common Stock to be issued upon the exercise of the
Warrants have been duly and validly authorized and, when issued in accordance
with the terms of the appropriate instrument evidencing the Warrants, including,
without limitation, payment of the
<PAGE>
applicable exercise price with respect to the Warrants, will be legally issued,
fully paid and non-assessable;
3. The Debentures are convertible, in the aggregate, into no more than the
authorized number of shares of Common Stock less the number of shares of Common
Stock outstanding and less the number of shares of Common Stock reserved for
issuance at such time, the shares of common stock to be issued upon the
conversion of the Debentures have been duly authorized and, when issued in
accordance with the respective terms of the Debentures and the Securities
Purchase Agreement dated as of October 8, 1999 among Osage and Michael Lauer,
Lancer Offshore, Inc., Lancer Partners, L.P., and Orbiter Fund, Ltd.
(collectively, "Lancer"), will be legally issued, fully paid and non-assessable;
and
4. The Contingent Warrants are exercisable, in the aggregate, into no more
than the authorized number of shares of Common Stock less the number of shares
of Common Stock outstanding and less the number of shares of Common Stock
reserved for issuance at such time, the shares of Common Stock to be issued upon
the exercise of the Contingent Warrants have been duly authorized and, when
issued in accordance with the terms of the Securities Purchase Agreement dated
as of October 8, 1999 among Osage and Lancer, and in accordance with the terms
of the respective Contingent Warrants including, without limitation, payment of
the applicable exercise price with respect to the Contingent Warrants, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
/s/ Joseph P. Galda
-------------------
Joseph P. Galda
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Exhibit A
<TABLE>
<CAPTION>
Warrant Holder Number of Warrant Shares Date of Warrant Grant
-------------- ------------------------ ---------------------
<S> <C> <C>
Aspen Partners, Inc. 7,500 September 30, 1998
Caruso, Steven 11,763 September 30, 1998
Clarke, Bud 11,764 September 30, 1998
Coast Business Credit 100,000 December 30, 1998
Cohen, Peter 3,208 September 30, 1998
Cook, Scott D. 40,000 April 16, 1999
Cuttyhunk Fund Limited, The 100,000 December 31, 1998
Griesel, Thomas J. 17,000 May 12, 2000
Halifax Fund, L.P. 100,000 February 9, 1999
Moorehead, Donald F. 30,000 April 16, 1999
Moorehead, George O. 10,000 April 16, 1999
Pelletier, Kevin 1,750 May 12, 2000
Sands Bros. 200,000 November 12, 1998
Schacter, David 16,625 May 12, 2000
Schacter, Robert T. 68,000 May 12, 2000
Schoffman, Stephen 23,604 September 30, 1998
Shayne, Andrew 16,625 May 12, 2000
Siegel, Jonathan 6,438 September 30, 1998
Spackman, Thomas J. 20,000 April 16, 1999
SPH Equities, Inc. 200,000 February 10, 1998
SPH Equities, Inc. 25,000 May 8, 1998
SPH Equities, Inc. 50,000 May 18, 1998
Total 1,059,277
</TABLE>
