Exhibit 5
MILLER NASH LLP
ATTORNEYS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
November 22, 2000
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Subject: Registration Statement on Form S-8 Relating to 1993
Stock Incentive Plan
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Barrett Business Services, Inc., a
Maryland corporation (the "Company"), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended (the "Securities Act"), an additional 250,000 shares (the "Registered
Shares") of the Company's Common Stock, $.01 par value ("Common Stock"), to be
issued under the Company's 1993 Stock Incentive Plan, as amended ("Amended
Plan"), together with options and other rights relating thereto.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant as
a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Amended Plan has been duly adopted and approved by all
necessary corporate action and when options or other rights
relating to the 250,000 shares of Common Stock referred to above
have been granted in accordance with the Amended Plan, such
options or rights will have been legally issued.
2. The 250,000 shares of Common Stock referred to above have been
duly authorized and reserved for issuance.
3. When such shares are issued and sold by the Company upon exercise
of options or issued pursuant to other rights duly granted
under the Amended Plan while the Registration Statement is
effective, and payment for such shares to the extent and in the
manner required by the Amended Plan is received by the Company,
such shares will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion in the Registration Statement
and in any amendments thereof. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
MILLER NASH LLP
