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Exhibit 5
September 8, 2000
Opinion Research Corporation
23 Orchard Road
Skillman, New Jersey 08558
RE: Registration Statement on Form S-8 Relating to the Opinion Research
Corporation Employee 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
1,000,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under the Opinion Research Corporation Employee
Stock Purchase Plan (the "Plan").
In this connection, we have examined the Company's Restated Certificate of
Incorporation and Amended and Restated By-laws, the 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 Plan are duly authorized and, when issued
and sold pursuant to the terms of the 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
