EXHIBIT 5
June 27, 2000
The Sports Authority, Inc.
3383 N. State Road 7
Ft. Lauderdale, Florida 33319
Re: Form S-8 Registration Statement Relating to The Sports Authority, Inc. 2000
Stock Common and Stock Award 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 4,526,608 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. 2000 Stock Option and Stock Award
Plan (the "Plan").
We have examined the Registration Statement and such corporate records, statutes
and other documents, as we have deemed relevant in rending 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 on 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 nonassessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come 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
