EXHIBIT NO. 5
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
FACSIMILE 47, Avenue Hoche
(212) 715-8000 75008 Paris
France
DIRECT NUMBER
(212) 715-9100
August 31, 2000
THCG, Inc.
650 Madison Avenue, 21st Floor
New York, New York 10022
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to THCG, Inc., a Delaware corporation (the
"Registrant"), in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") with respect to the registration for
resale under the Securities Act of 1933, as amended (the "Act"), of an aggregate
of 2,926,467 shares (the "Shares") of the Registrant's Common Stock, par value
$.01 per share, issuable upon conversion of the Registrant's Series A
Convertible Participating Preferred Stock and exercise of the warrant to
purchase Common Stock issued by the Registrant to Castle Creek Technology
Ventures LLC ("Castle Creek") on August 2, 2000 (the "Warrant"), pursuant to the
securities purchase agreement between the Registrant and Castle Creek dated
August 2, 2000 (the "Purchase Agreement").
In connection with the registration of the Shares, we have reviewed
copies of the Registration Statement, the Certificate of Incorporation of the
Registrant, the By-laws of the Registrant, the Certificate of Designations of
the Series A Convertible Participating Preferred Stock of the Registrant (the
"Certificate of Designations"), the Purchase Agreement, the Warrant, resolutions
of the Board of Directors of the Registrant and such other documents and records
as we have deemed necessary to enable us to express an opinion on the matters
covered hereby. In rendering this opinion, we have (a) assumed (i) the
genuineness of all signatures on all documents examined by us, (ii) the
authenticity of all documents submitted to us as originals and (iii) the
conformity to original documents of all documents submitted to us as photostatic
or conformed copies and the authenticity of the originals of such copies; and
(b) relied on (i) representations, statements and certificates of public
officials and others and (ii) as to matters of fact, statements, representations
and certificates of officers and representatives of the Registrant.
Based upon the foregoing, we are of the opinion that the Shares
covered by the Registration Statement, when issued pursuant to the terms and
provisions of the Purchase Agreement, the Certificate of Designations and the
Warrant, will be validly issued, fully paid and non-assessable.
We do not express any opinion with respect to any law other than the
General Corporation Law of the State of Delaware and the federal laws of the
United States.
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby 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 thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
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Kramer Levin Naftalis & Frankel LLP
