<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1998.
Registration No. 333-
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
FRIEDMAN'S INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 58-2058362
(State or Other Jurisdiction of (I.R.S.Employer
Incorporation or Organization) Identification Number)
4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 233-9333
(Address, including zip code, and telephone number of principal
executive offices)
FRIEDMAN'S INC. RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
RICHARD UNGARO
CHIEF EXECUTIVE OFFICER
FRIEDMAN'S INC.
4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 233-9333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered Offering Price Aggregate Registration Fee
Per Unit (1) Offering Price (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par 100,000 $15.625 $1,562,500 $461.00
value per share (2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq National Market on June 26, 1998.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration
Statement will be sent or given to participants in the Plan as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Company will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents requested to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information should be
directed to Victor M. Suglia, Secretary, at Friedman's Inc., 4 West State
Street, Savannah, Georgia, 31401.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Friedman's Inc. (the "Company") (File
No. 22356) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997.
(2) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997.
(3) All other reports filed by the Registrant or the Plan pursuant to
Section 13(a) or 15(d) of the Exchange Act since September 30, 1997.
(4) The description of the Registrant's Class A Common Stock contained
in the Registrant's Registration Statement on Form 8-A, dated September 9, 1993,
filed under Section 12 of the Exchange Act, including all amendments or reports
filed for the purpose of updating such description.
(5) All other documents subsequently filed by the Registrant and the
Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all
securities that remain unsold.
<PAGE> 3
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents of the corporation. The Ninth article of the
Certificate of Incorporation, as amended, of the Company provides:
NINTH: Limitation of Liability; Indemnification
A. Limitation of Directors' Liability
To the fullest extent that the General Corporation Law of the State of
Delaware, as it exists on the date hereof or as it may hereafter be
amended, permits the limitation or elimination of the liability of
directors, no director of the Company shall be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment to or repeal of this Section A of this Article
shall apply to or have any effect on the liability or alleged liability of
any director of the Company for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.
B. Indemnification
1. Right to Indemnification. The Company shall to the fullest extent
permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or witness) or is threatened to be made so involved
in any threatened, pending or completed investigation, claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action, suit or proceeding by or in
the right of the Company to procure a judgment in its favor) (a
"Proceeding") by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to
receive payment
<PAGE> 4
in advance of any expenses incurred by the Indemnitee in connection
with such Proceeding, consistent with the provisions of applicable law
as then in effect.
(2) Insurance, Contracts and Funding. The Company may purchase and
maintain insurance to protect itself and any Indemnitee against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section B-1 of this Article or incurred by any Indemnitee in connection
with any Proceeding referred to in Section B-1 of this Article, to the
fullest extent permitted by applicable law as then in effect. The Company
may enter into contracts with any director or officer of the Company in
furtherance of the provisions of this Article and may create a trust fund,
grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as
may be necessary to effect indemnification as provided in this Article.
(3) Indemnification Not Exclusive Right. The right of indemnification
provided in this Article shall not be exclusive of any other rights to
which those seeking indemnification may otherwise be entitled, and the
provisions of this Article shall inure to the benefit of the heirs and
legal representatives of any person entitled to indemnity under this
Article and shall be applicable to proceedings commenced or continuing
after the adoption of this Article, whether arising from acts or omissions
occurring before or after such adoption.
(4) Advancement of Expenses; Procedures; Presumptions and Effects of
Certain Proceedings; Remedies. In furtherance but not in limitation of the
foregoing provisions, the following procedures, presumptions and remedies
shall apply with respect to the advancement of expenses and the right to
indemnification under this Article:
(a) Advancement of Expenses. All reasonable expenses incurred
by or on behalf of an Indemnitee in connection with any Proceeding
shall be advanced to the Indemnitee by the Company within 20 days
after the receipt by the Company of a statement or statements from
the Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the expenses
incurred by the Indemnitee and, if required by law at the time of
such advance, shall include or be accompanied by an undertaking by or
on behalf of the Indemnitee to repay the amounts advanced if it
should ultimately be determined that the Indemnitee is not entitled
to be indemnified against such expenses pursuant to this Article.
(b) Procedure for Determination of Entitlement to Indemnification.
(i) To obtain indemnification under this Article, an Indemnitee shall
submit to the Secretary of the Company a written request, including
such documentation as is reasonably available to the Indemnitee and
reasonably necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made no later than 60 days after receipt by
<PAGE> 5
the Company of the written request for indemnification together with
the Supporting Documentation. The Secretary of the Company shall,
promptly upon receipt of such a request for indemnification, advise
the Board of Directors in writing that the Indemnitee has requested
indemnification.
(ii) The Indemnitee's entitlement to indemnification under
this Article shall be determined in one of the following ways:
(A) by a majority vote of the Disinterested Directors (as
hereinafter defined), if they constitute a quorum of the Board
of Directors; (B) by a written opinion of Independent Counsel
(as hereinafter defined) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even
if obtainable, a majority of such Disinterested Directors so
directs; (C) by the stockholders of the Company entitled to
vote; or (D) as provided in Section B-4(c) of this Article.
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section B-4(b)(ii) of this Article, a majority of the
Disinterested Directors shall select the Independent Counsel,
but only an Independent Counsel to which the Indemnitee does not
reasonably object.
(c) Presumptions and Effect of Certain Proceedings. Except
as otherwise expressly provided in this Article, the Indemnitee shall
be presumed to be entitled to indemnification under this Article upon
submission of a request for indemnification together with the
Supporting Documentation in accordance with Section B-4(b)(i), and
thereafter the Company shall have the burden of proof to overcome
that presumption in reaching a contrary determination. In any event,
if the person or persons empowered under Section B-4(b) of this
Article to determine entitlement to indemnification shall not have
been appointed or shall not have made a determination within 60 days
after the receipt by the Company of the request therefor together
with the Supporting Documentation, the Indemnitee shall be entitled
to indemnification unless (A) the Indemnitee misrepresented or failed
to disclose a material fact in making the request for indemnification
or in the Supporting Documentation or (B) such indemnification is
prohibited by law. The termination of any Proceeding described in
Section B-1, or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, adversely affect the right of
the Indemnitee to indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal proceeding, that the
Indemnitee had reasonable cause to believe that his conduct was
unlawful.
(d) Remedies of Indemnitee. (i) In the event that a
determination is made pursuant to Section B-4(b) of this Article that
the Indemnitee is not entitled to indemnification under this Article,
(A) the Indemnitee shall be entitled to seek an adjudication of his
entitlement to such indemnification either, at the Indemnitee's sole
option, in (x) an appropriate court of the State of Delaware or
<PAGE> 6
any other court of competent jurisdiction or (y) an arbitration to be
conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association; (B) any such judicial proceeding or
arbitration shall be de novo and the Indemnitee shall not be
prejudiced by reason of such adverse determination; and (C) in any
such judicial proceeding or arbitration the Company shall have the
burden of proving that the Indemnitee is not entitled to
indemnification under this Article.
(ii) If a determination shall have been made or deemed to
have been made, pursuant to Section B-4(b) or (c), that the
Indemnitee is entitled to indemnification, the Company shall be
obligated to pay the amounts constituting such indemnification within
five days after such determination has been made or deemed to have
been made and shall be conclusively bound by such determination
unless (A) the Indemnitee misrepresented or failed to disclose a
material fact in making the request for indemnification or in the
Supporting Documentation or (B) such indemnification is prohibited by
law. In the event that (C) advancement of expenses is not timely made
pursuant to Section B-4(a) or (D) payment of indemnification is not
made within five days after a determination if entitlement to
indemnification has been made or deemed to have been made pursuant to
Section B-4(b) or (c), the Indemnitee shall be entitled to seek
judicial enforcement of the Company's obligation to pay to the
Indemnitee such advancement of expenses or indemnification.
Notwithstanding the foregoing, the Company may bring an action, in an
appropriate court of the State of Delaware or any other court of
competent jurisdiction, contesting the right of the Indemnitee to
receive indemnification hereunder due to the occurrence of an event
described in subclause (A) or (B) of this clause (ii) (a
"Disqualifying Event"); provided, however, that in any such action
the Company shall have the burden of proving the occurrence of such
Disqualifying Event.
(iii) The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section
B-4(d) that the procedures and presumptions of this Article are not
valid, binding and enforceable and shall stipulate in any such court
or before any such arbitrator that the Company is bound by all the
provisions of this Article.
(iv) In the event that the Indemnitee, pursuant to this
Section B-4(d), seeks a judicial adjudication of or an award in
arbitration to enforce his rights under, or to recover damages for
breach of, this Article, the Indemnitee shall be entitled to recover
from the Company, and shall be indemnified by the Company against,
any expenses actually and reasonably incurred by him if the
Indemnitee prevails in such judicial adjudication. If it shall be
determined in such judicial adjudication or arbitration that the
Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses
incurred by the Indemnitee in connection with such judicial
adjudication or arbitration shall be prorated accordingly.
(e) Definitions. For purposes of this Section B-4:
<PAGE> 7
(i) "Disinterested Director" means a director of the Company
who is not or was not a party to the Proceeding in respect of
which indemnification is sought by the Indemnitee.
(ii) "Independent Counsel" means a law firm or a member of a
law firm that neither presently is, nor in the past five years
has been, retained to represent (A) the Company or the
Indemnitee in any matter material to either such party or (B)
any other party to the Proceeding giving rise to a claim for
indemnification under this Article. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any
person who, under the applicable standards of professional
conduct then prevailing under the law of the State of Delaware,
would have a conflict of interest in representing either the
Company or the Indemnitee in an action to determine the
Indemnitee's rights under this Article.
(5) Severability. If any provisions of this Article shall be held to
be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this
Article (including, without limitation, all portions of any paragraph of
this Article containing any such provision held to be invalid, illegal or
unenforceable that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the
fullest extent possible, the provisions of this Article (including,
without limitation, all portions of any paragraph of this Article
containing any such provision held to be invalid, illegal or unenforceable
that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
The Registrant has purchased directors and officers' liability
insurance covering many of the possible actions and omissions of persons acting
or failing to act in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
<PAGE> 8
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities being
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
<PAGE> 9
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(Signatures on following page)
<PAGE> 10
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant, Friedman's Inc. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Savannah, State of
Georgia, on June 29, 1998.
FRIEDMAN'S INC.
By: /s/ Richard Ungaro
--------------------------------------
Richard Ungaro
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Richard Ungaro and Victor M. Suglia and each of
them (with full power in each to act alone), as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 29, 1998.
Signature Capacity
/s/ Bradley J. Stinn Chairman of the Board of Directors
- ----------------------------------
Bradley J. Stinn
/s/ Richard Ungaro Chief Executive Officer and Director
- ----------------------------------
Richard Ungaro
[Signatures continued on following page]
<PAGE> 11
/s/ Victor M. Suglia Senior Vice President - Chief Financial Officers
- ---------------------------- (Principal Financial and Accounting Officer)
Victor M. Suglia
/s/ Sterling B. Brinkley Director
- ----------------------------
Sterling B. Brinkley
/s/ John E. Cay III Director
- ----------------------------
John E. Cay III
/s/ Robert W. Cruickshank Director
- ----------------------------
Robert W. Cruickshank
/s/ Robert S. Morris Director
- ----------------------------
Robert S. Morris
/s/ David B. Parshall Director
- ----------------------------
David B. Parshall
/s/ Mark C. Pickup Director
- ----------------------------
Mark C. Pickup
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Savannah, State of
Georgia, on June 29, 1998.
FRIEDMAN'S INC. RETIREMENT SAVINGS
PLAN
By: FRIEDMAN'S INC.
Plan Administrator
By: /s/ Richard Ungaro
----------------------------
Richard Ungaro
Chief Executive Officer
<PAGE> 12
Registration No. 333-
--------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
FRIEDMAN'S, INC.
4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 231-6606
<PAGE> 13
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Registrant's Certificate of Incorporation, as amended
(incorporated by reference from Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 (File No. 333-17755) dated
March 21, 1997).
4.2 Bylaws of the Registrant's (incorporated by
reference from Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No.
33-67662), and amendments thereto, originally
filed on August 19, 1993).
4.3 See Exhibits 4.1 and 4.2 for provisions of the
Certificate of Incorporation and Bylaws of the
Registrant defining the rights of holders of Class
A and Class B Common Stock of the Registrant.
5 Opinion of counsel of Registrant
23.1 Consent of counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page of this
Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5
Opinion of Alston & Bird
<PAGE> 2
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
June 30, 1998
Friedman's Inc.
4 West State Street
Savannah, Georgia 31401
Re: Form S-8 Registration Statement --
Friedman's Inc. Retirement Savings Plan
Ladies and Gentlemen:
We have acted as counsel for Friedman's Inc., a Delaware corporation
(the "Corporation"), in connection with the referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 100,000 shares of the Corporation's Class A
common stock, $0.01 par value ("Common Stock"), that may be issued pursuant to
the Friedman's Inc. Retirement Savings Plan (the "Plan"). This Opinion Letter is
rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that the 100,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued accordance with the terms and conditions of the Plan, will
be legally and validly issued, fully paid and nonassessable.
The opinions set forth herein are limited to the laws of the State of
Delaware as expressed in the Delaware General Corporation Law, in reliance
solely on published general compilations thereof as of the date hereof. This
Opinion Letter is provided to you for your benefit and for the benefit of the
Commission, in each case, solely with regard to the Registration Statement, may
be relied upon by you and the Commission only in
<PAGE> 3
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By:/s/ Laura G. Thatcher
------------------------------------
Partner
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 for registration of 100,000 shares of common stock
pertaining to the Retirement Savings Plan of Friedman's Inc. of our report dated
November 7, 1997, with respect to the consolidated financial statements and
schedule of Friedman's Inc. included in the Annual Report on Form 10-K for the
year ended September 30, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Jacksonville, Florida
June 29, 1998
