Frontier Adjusters of America Inc – ‘S-8’ on 2/5/01 – EX-5

On:  Monday, 2/5/01, at 7:15pm ET   ·   As of:  2/6/01   ·   Effective:  2/6/01   ·   Accession #:  950147-1-500221   ·   File #:  333-55024

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 of Frontier Adjusters of America, Inc.        6     34K 
 2: EX-5        Opinion and Consent of Gallagher & Kennedy, P.A.       2±     9K 
 3: EX-23.2     Consent of McGladrey and Pullen, LLP                   1      5K 

EX-5   —   Opinion and Consent of Gallagher & Kennedy, P.A.

                                                                       Exhibit 5

 Gallagher & Kennedy, P.A.
2575 East Camelback Road
 Phoenix, Arizona 85016-9225
 Phone: (602) 530-8000
 Fax: (602) 530-8500
 www.gknet.com

February 5, 2001

Frontier Adjusters of America, Inc.                                             
45 East Monterey Way                                                            
Phoenix, Arizona 85012                                                          

    Re: Registration Statement on Form S-8 Frontier Adjusters of America, Inc.

Gentlemen:                                                                      

     As legal  counsel  to  Frontier  Adjusters  of  America,  Inc.,  an Arizona
corporation  (the  "Company"),  we  have  assisted  in  the  preparation  of the
Company's Registration  Statement on Form S-8 (the "Registration  Statement") to
be filed with the  Securities  and Exchange  Commission on or about  February 5,
2001 in connection  with the  registration  under the Securities Act of 1933, as
amended,  of 299,900 shares of the Company's  Common Stock,  par value $0.01 per
share, (the "Common Stock") issuable pursuant to the Company's 1996 Stock Option
Plan (the "Plan").  The shares of Common Stock issuable pursuant to the Plan are
referred to as the "Shares."                                                    

     With respect to the opinion set forth below,  we have  examined  originals,
certified  copies,  or copies otherwise  identified to our satisfaction as being
true copies, only of the following:                                             

     A. The Amended and First Restated Articles of Incorporation, as amended, of
the Company,  as filed with the  Secretary of State of the State of Arizona,  as
amended through the date hereof;                                                

B. The Bylaws of the Company, as amended through the date hereof;     

     C.  Frontier  Adjusters of America,  Inc.  Certificate  of Secretary  dated
February 2, 2001,  certifying  the  authorization  and  approval by the Board of
Directors  of the  Company  at a  meeting  held  on  January  24,  2001,  of the
reservation  of  299,900  shares of Common  Stock of the  Company  for  issuance
pursuant to the Plan; and                                                       

D. The Registration Statement.                                        

     Subject to the assumptions  that (i) the documents and signatures  examined
by us are genuine and  authentic  and (ii) the persons  executing  the documents
examined by us have the legal capacity to execute such documents, and subject to
the further  limitations and  qualifications  set forth below, it is our opinion
that the Shares,  when issued and sold in accordance with the terms of the Plan,
will be validly issued, fully paid and non-assessable.                          

     Please be advised that we are members of the State Bar of Arizona,  and our
opinion  is limited to the  legality  of matters  under the laws of the State of
Arizona.  Further,  our opinion is based solely upon  existing  laws,  rules and
regulations,  and we undertake no  obligation  to advise you of any changes that
may be brought to our attention after the date hereof.                          

     We  hereby  expressly   consent  to  any  reference  to  our  firm  in  the
Registration  Statement,  inclusion  of  this  Opinion  as  an  exhibit  to  the
Registration  Statement,  and to the  filing  of this  Opinion  with  any  other
appropriate governmental agency.                                                

                 Very truly yours,

                             /s/ GALLAGHER & KENNEDY, P.A.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed as of / Effective on:		2/6/01		10-Q
Filed on:		2/5/01
		2/2/01
		1/24/01
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