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September 25, 2000 Exhibit 5
Opinion Research Corporation
23 Orchard Road
Skillman, New Jersey 08558
RE: Registration Statement on Form S-8 Relating to the Opinion Research
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Corporation Stock Purchase Plan for Non-Employee Directors and
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Designated Employees and Consultants (the "Stock Purchase Plan")
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Ladies and Gentlemen:
As counsel to Opinion Research Corporation, a Delaware corporation (the
"Company"), we have assisted in the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
200,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under the Stock Purchase Plan.
In this connection, we have examined the Company's Restated Certificate
of Incorporation and Amended and Restated By-laws, the Stock Purchase Plan and
such other documents and corporate records relating to the Company and the
issuance of the Common Stock as we have deemed appropriate. In all examinations
of documents, instruments and other papers, we have assumed the genuineness of
all signatures on original and certified documents and the conformity with
original and certified documents of all copies submitted to us as conformed,
photostatic or other copies. As to matters of fact which have not been
independently established, we have relied upon representations of officers of
the Company. Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Stock Purchase Plan are duly
authorized and, when issued and sold pursuant to the terms of the Stock Purchase
Plan, will be legally issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the registration statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
