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Exhibit 5
Wolf, Block, Schorr and Solis-Cohen LLP
October 31, 2000
Advanta Corp.
Welsh & McKean Roads
Spring House, Pennsylvania 19477
RE: Advanta Corp.
Registration Statement on Form S-8
Gentlemen:
As counsel to Advanta Corp., a Delaware corporation (the
"Company"), we have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
10,950,446 shares of the Company's Class B Common Stock, $0.01 par value (the
"Common Stock") and associated preferred stock purchase rights (the "Rights"),
that may be issued under the Advanta Corp. 2000 Omnibus Stock Incentive Plan
(the "Plan").
In this connection, we have examined the Company's Certificate of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuances of the Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Plan are duly authorized and,
when issued and sold pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable and the Rights, when issued, will be legally
issued.
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We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
