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EXHIBIT 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
11911 Freedom Drive, Suite 400
Reston, Virginia 20190
703 464 4800
703 464 4895 Fax
August 15, 2000
MHM Services, Inc.
8605 Westwood Center Drive
Suite 400
Vienna, Virginia 22182
Re: Registration Statement on Form S-2
Ladies and Gentlemen:
In connection with the registration of 34,000 shares of common
stock, par value $.01 per share (the "Common Shares") of MHM Services,
Inc. (the "Company") with the Securities and Exchange Commission on a
Registration Statement on Form S-2 (the "Registration Statement"),
relating to the sales, if any, of the Common Shares by the Company, we
have examined such documents, records and matters of law as we have
considered relevant.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the
Shares have been duly and validly authorized by the Company and (ii) the
Shares, when sold, will have been duly and validly issued, fully paid
and non-assessable, free of preemptive rights.
Our opinion is limited to the General Corporation Laws of the
State of Delaware, and we express no opinion with respect to the laws of
any other jurisdiction. No opinion is expressed herein with respect to
the qualification of the Shares under the securities or blue-sky laws of
any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit
to the Registration Statement, and we hereby consent thereto. We hereby
further consent to the reference to us under the caption "Legal Matters"
in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY and POPEO, P.C.
cc: Board of Directors
