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EXHIBIT 5
[LETTERHEAD OF ALSTON & BIRD LLP]
June 5, 2000
Friedman's Inc.
4 State Street
Savannah, GA 31401
Re: Form S-3 Registration Statement -
Friedman's Inc. Dividend Reinvestment 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-3 (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 300,000 shares of the Corporation's Class A
Common Stock, $0.01 par value ("Class A Common Stock"), that may be issued
pursuant to the reinvestment, pursuant to the Friedman's Inc. Dividend
Reinvestment Plan, of dividends paid in respect of the Corporation's Class A
Common Stock or Class B Common Stock, par value $.01 per share (the "Plan").
This Opinion Letter is rendered pursuant to Item 16 of Form S-3 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 300,000 shares of
Class A Common Stock covered by the Registration Statement and to be issued
pursuant to the Plan, when issued in 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
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Friedman's Inc.
June 5, 2000
Page 2
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 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/ Mark F. McElreath
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Partner
