EXHIBIT 5
June 27, 2000
The Sports Authority, Inc.
3383 North State Road 7
Ft. Lauderdale, Florida 33319
Re: Form S-8 Registration Statement Relating to The Sports Authority, Inc.
Director Stock Plan
Ladies and Gentlemen:
We have acted as counsel to The Sports Authority, 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 pursuant to the
Securities Act of 1933, as amended (the "Act") and relating to 600,000 shares
(the "Shares") of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"). The Shares covered by this Registration Statement will be
issued pursuant to The Sports Authority, Inc. Director Stock Plan (the "Plan").
We have examined the Registration Statement and such corporate records, statutes
and other documents, as we have deemed relevant in rendering this opinion. As to
matters of fact, we have relied on representations of officers of the Company.
In our examination, we have assumed the genuineness of documents submitted to us
as originals and the conformity with originals of documents submitted to us as
copies thereof.
Based upon the foregoing, it is our opinion that the Shares originally issued by
the Company to participants in the Plan will be, when issued in accordance with
the terms of the Plan validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
