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EXHIBIT 5
HARTMAN & CRAVEN LLP
460 Park Avenue
New York, New York 10022
January 9, 2001
M.H. MEYERSON & CO., INC.
525 Washington Boulevard
Jersey City, New Jersey 07310
Re: 2000 Stock Option Plan
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Dear Sirs:
We are acting as counsel to M.H. MEYERSON & CO., INC., a New Jersey
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 500,000
shares of the Company's common stock, $0.01 par value per share ("Common
Stock"), which are to be issued pursuant to the Company's 2000 Stock Option Plan
(the "Plan"). The shares of Common Stock which are to be issued pursuant to the
Employee Plan are hereinafter referred to as the "Shares".
In connection with this opinion, we have examined and relied upon copies
certified or otherwise identified to our satisfaction of: (i) the Plan; (ii) the
Company's Certificate of Incorporation, as amended and By-laws, as amended;
(iii) the minute books and other records of corporate proceedings of the
Company, as made available to us by officers of the Company; and have reviewed
such matters of law as we have deemed necessary or appropriate for the purpose
of rendering this opinion.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to factual matters of officers and
other representatives of the Company. We are members of the Bar of the State of
New York only and express no opinion other than with respect to the laws of the
State of New York and the federal laws of the United States of America. In
connection with matters governed by the laws of the State of New Jersey, we have
assumed that in all material respects the laws of the State of New Jersey are
the same as the laws of the State of New York and have confirmed this fact with
New Jersey counsel. Without limiting the foregoing, we express no opinion with
respect to the applicability thereto or effect of municipal laws or the rules,
regulations or orders of any municipal agencies within any such state.
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Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
the Shares to be issued by the Company pursuant to the Plan have been duly
authorized and reserved for issuance and, when certificates for the Shares have
been duly executed by the Company, countersigned by a transfer agent, duly
registered by a registrar for the Shares and issued and paid for in accordance
with the terms of the Plan, the Shares will be validly issued, fully paid and
non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the federal laws of the United States of
America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
HARTMAN & CRAVEN LLP
By: /s/ Edward I. Tishelman
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Edward I. Tishelman,
a partner
