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EXHIBIT 5
[BRYAN CAVE LLP LETTERHEAD]
August 16, 2000
Mobile Mini, Inc.
1834 West 3rd Street
Tempe, Arizona 85281
Re: Mobile Mini, Inc.: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Mobile Mini, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 500,000 shares (the "Shares") of the
Company's common stock, $.01 par value (the "Common Stock"), which may be issued
from time to time upon the exercise of stock options granted pursuant to the
Company's 1999 Stock Option Plan (the "Plan"). The Shares are being registered
pursuant to a registration statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission").
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents, including the Certificate of
Incorporation and Bylaws of the Company, each as amended to date, as we have
deemed necessary to enable us to express the opinion set forth herein. In
addition, we have examined and relied on the originals or copies, certified or
otherwise identified to our satisfaction as conforming to the originals thereof,
of such other documents and corporate records of the Company and such other
instruments and certificates of public officials and other persons as we have
deemed appropriate. We have assumed the authenticity of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies, and the genuineness of all signatures on all
documents reviewed by us.
Based on the foregoing and subject to the limitations and
qualifications set forth herein, we are of the opinion that:
The Shares of Common Stock to be issued by the Company pursuant to the
Registration Statement have been duly authorized, and upon issuance and delivery
in accordance with the terms of the Plan will be duly and validly issued and
fully paid and nonassessable.
This opinion is limited to the Delaware General Corporation Law and the
present federal laws of the United States and to the facts as they presently
exist. We hereby consent to references to our firm under the caption "Legal
Matters" in any prospectus included by incorporation by reference into the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
BRYAN CAVE LLP
