Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Pre-Effective Amendment to Registration of 115 527K
Securities by a Small-Business Issuer
2: EX-1.1 Underwriting Agreement 32 144K
3: EX-1.2 Underwriting Agreement 16 32K
4: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 4 18K
Liquidation or Succession
5: EX-3.1 Articles of Incorporation/Organization or By-Laws 7 31K
6: EX-3.2 Articles of Incorporation/Organization or By-Laws 12 46K
7: EX-4.5 Instrument Defining the Rights of Security Holders 13 56K
8: EX-5 Opinion re: Legality 3 15K
9: EX-10.2 Material Contract 14 64K
10: EX-10.3 Material Contract 2 12K
11: EX-10.8 Material Contract 7 30K
12: EX-21 Subsidiaries of the Registrant 1 6K
13: EX-23 Exhibit 23.2 1 9K
14: EX-27 Financial Data Schedule 1 10K
15: EX-99.B1 Miscellaneous Exhibit 1 8K
EX-5 — Opinion re: Legality
| EX-5 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[Letterhead of Blank Rome Comisky & McCauley]
September 9, 1997
Board of Directors
Phoenix Preschool Holdings, Inc.
31st Floor
150 East 50th Street
New York, NY 10155
Re: Phoenix Preschool Holdings, Inc.
Registration Statement on Form SB-2
File No. 333-31407
--------------------------------------------
Gentlemen:
We have acted as counsel to Phoenix Preschool Education Centers, Inc.
(the "Company") in connection with the preparation of its Registration Statement
on Form SB-2, as amended ("Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the offer and sale by the Company of (i) up to 1,300,000 units ("Units") each
consisting of one share of the Company's common stock, par value $0.10 per share
("Common Stock") and two redeemable warrants ("Redeemable Warrants") (each to
purchase an additional share of such Common Stock) in a firm commitment
underwritten offering; (ii) up to 195,000 Units to be purchased at the option of
the Underwriters (as defined in the Registration Statement) to cover
over-allotments, if any (the "Over-allotment Securities"), (iii) warrants
("Underwriters' Warrants") to purchase an additional 130,000 Units, and (iv)
130,000 Redeemable Warrants to be issued to a finder (the "Finder's Warrants").
The shares of Common Stock to be sold as part of the firm commitment
underwriting are referred to as the "Firm Commitment Shares." The shares of
Common Stock to be issued pursuant to Redeemable Warrants are referred to as the
"Warrant Shares." The shares of Common Stock to be issued pursuant to
Underwriters' Warrants, including Common Stock to be received upon exercise of
Redeemable Warrants which are acquirable under the Underwriters' Warrants, are
referred to as "Underwriters' Shares."
Although as counsel to the Company we have advised the Company in
connection with a variety of matters referred to us by it, our services are
limited to specific matters so referred. Consequently, we may not have knowledge
of many transactions in which the Company engaged or its day-to-day operations.
In rendering this opinion, we have examined only the following
documents: (i) the Company's Certificate of Incorporation and Bylaws; (ii)
resolutions adopted by the Company's Board of Directors and its sole stockholder
as contained in the Company's minute books; and (iii) the Registration
Statement.
We have not made any independent investigation in rendering this
opinion other than the document examination described above. Our opinion is
therefore qualified in all respects by the scope of that document examination.
We make no representation as to the sufficiency of our investigation for any
particular purposes. We have assumed and relied on the truth, completeness,
authenticity and due authorization of all documents and records examined and
the genuineness of all signatures. This opinion is limited to the Delaware
General Corporation Law. In rendering this opinion, we have assumed compliance
with all other laws, including federal laws.
Based upon and subject to the limitations stated herein, we are of the
opinion that when sold in the manner and for the consideration contemplated by
the Registration Statement (including the exhibits attached thereto), and when
all securities laws have been complied with:
1. The Firm Commitment Shares have been duly authorized and when
issued, delivered and paid for in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.
2. The Over-allotment Securities have been duly authorized, and when
issued, delivered and paid for in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.
3. The Warrant Shares have been duly authorized, and when issued,
delivered and paid for upon exercise of the Redeemable Warrants in the manner
described in the form of Warrant Agreement filed as Exhibit 4.2 to the
Registration Statement (the "Warrant Agreement"), will be legally issued, fully
paid and non-assessable.
4. The Underwriters' Shares have been duly authorized and when issued,
delivered and paid for in the manner described in the Underwriters' Warrants
filed as Exhibit 4.5 to the Registration Statement and, in the case of
Redeemable Warrants issued to Underwriters, the Warrant Agreement, will be
legally issued, fully paid and non-assessable.
5. The Redeemable Warrants, including Redeemable Warrants obtained upon
exercise of the Underwriters' Warrants and the Finder's Warrants, and the
Underwriters' Warrants, have been duly authorized and when issued, delivered and
paid for in the manner described in the Registration Statement, will be legally
issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley
-------------------------------------------
BLANK ROME COMISKY & McCAULEY
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/10/97 | | | | | | | None on these Dates |
| | 9/9/97 | | 1 |
| List all Filings |
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