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Exhibit 5
October 6, 2000
Computer Learning Centers, Inc.
10021 Balls Ford Road
Suite 200
Manassas, Virginia 20109
Re: 2000 Stock Incentive Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 to be filed on October 6, 2000 with the Securities and Exchange
Commission relating to an aggregate of 1,000,000 shares of the Common Stock,
$.01 par value per share ("Common Stock"), of Computer Learning Centers, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 2000 Stock
Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company and
all amendments thereto, and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the aforementioned Registration Statement and such other documents
relating to this Company as we deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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 such latter documents and the legal competence of all signatories to such
documents.
Based upon the foregoing, we are of the opinion that the Company has
duly authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued and paid for in accordance
with the terms of the Plan and at a price per share in excess of the par value
per share for such shares, will be legally issued, fully-paid and nonassessable.
We express no opinion herein as to the laws of any state or
jurisdiction other than the Delaware General Corporation Law statute and the
federal laws of the United States of America.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the aforementioned Registration
Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
