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EXHIBIT 5.1
OPINION OF KING & SPALDING
REGARDING LEGALITY OF SHARES BEING REGISTERED
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KING & SPALDING
404/572-4600 404/572-5100
May 31, 2000
Budget Group, Inc.
125 Basin Street
Suite 210
Daytona Beach, Florida
Re: Budget Group, Inc. -- Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Budget Group, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933. The Registration
Statement relates to 5,935,117 shares of the Company's Class A common stock, par
value $.01 per share, to be issued in connection with the Budget Group, Inc.
2000 Stock Plan (the "Plan") (such shares are referred to herein as "Shares")
In our capacity as such counsel, we have reviewed the Plan. We have
also reviewed such matters of law and examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter expressed. In such
review, we have assumed the genuineness of signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all copies submitted to us as
certified, conformed or photographic copies. As to certificates of public
officials, we have assumed the same to have been properly given and to be
accurate.
For purposes of this opinion, we have assumed the following: (i) the
Shares that may be issued in connection with the Plan will continue to be duly
authorized on the dates of such issuance and (ii) on the date on which such
Shares will have been duly issued and delivered by the Company, the Shares will
constitute the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms subject, as to enforceability,
to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.
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The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware, and no opinion is expressed with respect to the laws of
any other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
(a) The Shares are duly authorized; and
(b) When issued in connection with the Plan against payment
therefor, such Shares will be validly issued, fully paid and
nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of Budget Group, Inc. in connection with the matters addressed herein. This
opinion may not be furnished to or relied upon by any person or entity for any
purpose without our prior written consent.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/S/ KING & SPALDING
