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EXHIBIT 5
September 11, 2000
Universal Automotive Industries, Inc.
11859 South Central Avenue
Alsip, Illinois 60803
Re: Universal Automotive Industries, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special securities counsel to Universal Automotive
Industries, Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing of the registration statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") and the
prospectus contained therein with respect to the public offering of up to
400,000 shares of the Company's common stock, par value $0.01 (the "Shares") to
be issued in connection with the exercise of warrants (the "Warrants") issued to
a person who has provided services to the Company. In connection with the
registration of the Shares, you have requested our opinion with respect to the
matters set forth below.
For purposes of this opinion, we have reviewed the Registration
Statement. In addition, we have examined the originals or copies certified or
otherwise identified to our satisfaction of: (i) the Company's Certificate of
Incorporation, as amended to date; (ii) the By-laws of the Company, as amended
to date; (iii) records of the corporate proceedings of the Company as we deemed
necessary or appropriate as a basis for the opinions set forth herein; and (iv)
those matters of law as we have deemed necessary or appropriate as a basis for
the opinions set forth herein. We have not made any independent review or
investigation of the organization, existence, good standing, assets, business or
affairs of the Company, or of any other matters. In rendering our opinion, we
have assumed without inquiry the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
these documents submitted to us as copies.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter
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Universal Automotive Industries, Inc.
September 11, 2000
Page 2
expressed, are subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, fraudulent conveyance,
reorganization, arrangement, moratorium or other similar laws now or hereafter
in effect relating to or affecting the rights and remedies of creditors; and
(ii) the effect of general principles of equity whether enforcement is
considered in a proceeding in equity or at law and the discretion of the court
before which any proceeding therefore may be brought.
We are admitted to the practice of law only in the State of Illinois
and, accordingly, we do not purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions other
than the laws of the State of Illinois and the General Corporation Law of the
State of Delaware, as currently in effect, including all statutory provisions,
applicable provisions of the Delaware Constitution and reported judicial
decisions thereof.
On the basis of, and in reliance upon, the foregoing, and subject to
the qualifications contained herein, we are of the opinion that the Shares, when
issued in connection with the exercise of the Warrants and receipt of the
exercise price therefor, will be validly issued, fully-paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose or furnished, or quoted to, or relied upon by
any other person, firm or corporation for any purpose without our prior express
written consent.
Respectfully submitted,
/s/ Shefsky & Froelich Ltd.
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SHEFSKY & FROELICH LTD.
