EXHIBIT 5
ARNALL GOLDEN & GREGORY, LLP
2800 One Atlantic Center
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
July 12, 2000
Buckhead America Corporation
7000 Central parkway, Suite 850
Atlanta, Georgia 30328
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the proposed issue and
sale by Buckhead America Corporation, a Delaware corporation (the
"Company"), of up to 90,000 shares of the Company's Common Stock, $.01 par
value (the "Shares"), upon the terms and conditions set forth in the
Registration Statement on Form S-8 (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), pursuant to the Company's 2000 Employee
Stock Option Plan (the "Plan"). We have acted as counsel for the Company in
connection with the issuance and sale of the Shares by the Company.
In rendering the opinion contained herein, we have relied in part
upon examination of the Company's corporate records, documents, certificates
and other instruments and the examination of such questions of law as we
have considered necessary or appropriate for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized, and when sold in the manner contemplated by the
Plan, upon receipt by the Company of payment in full therefor as provided
therein, assuming such payment per share is greater than or equal to $.01,
and upon issuance pursuant to a current prospectus in conformity with the
Act, they will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a party whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
Sincerely,
/s/ ARNALL GOLDEN & GREGORY, LLP
--------------------------------
ARNALL GOLDEN & GREGORY, LLP
