Attached files
file | filename |
---|---|
8-K - FORM 8-K - Dolan Co. | d473032d8k.htm |
EX-8 - OPINION OF FAEGRE BAKER DANIELS LLP REGARDING TAX MATTERS - Dolan Co. | d473032dex8.htm |
EX-1 - UNDERWRITING AGREEMENT, DATED JANUARY 24, 2013 - Dolan Co. | d473032dex1.htm |
EX-12 - CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES - Dolan Co. | d473032dex12.htm |
EX-99 - PRESS RELEASE - Dolan Co. | d473032dex99.htm |
EXHIBIT 5
FAEGRE BAKER DANIELS LLP
2200 Wells Fargo Building
90 South Seventh Street
Minneapolis, Minnesota 55402
January 25, 2013
The Dolan Company
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
We are acting as counsel for The Dolan Company, a Delaware corporation (the Company) in connection with the preparation of the prospectus supplement dated January 24, 2013 (the Prospectus Supplement) to the registration statement on Form S-3, File No. 333-163861 (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the offering of shares of the Companys 8.5% Series B Cumulative Preferred Stock, $0.001 par value per share (the Preferred Stock), to be issued pursuant to an underwritten public offering.
We have examined such corporate records, including the Companys Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation) and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed necessary for this opinion. Based upon and subject to the foregoing, we advise you that in our opinion:
1. | The Preferred Stock has been duly authorized by all necessary corporate action of the Company, and when the shares of Preferred Stock have been issued, delivered and paid for, such shares of Preferred Stock will be legally issued, fully paid and nonassessable; and |
2. | Shares of the Companys common stock issuable upon conversion of the Preferred Stock in accordance with the Companys Certificate of Incorporation will be legally issued, fully paid and nonassessable. |
We have relied as to certain relevant facts upon certificates of and/or information provided by officers and employees of the Company as to the accuracy of such factual matters without independent verification thereof or other investigation. We have also relied, without investigation, upon the following assumptions: (a) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question or carry out their role in it, (b) each party to any instrument or agreement relevant hereto other than the Company has satisfied those legal requirements that are applicable to it to the extent necessary to make such instrument or agreement enforceable against it, (c) each party to any instrument or agreement relevant hereto other than the Company has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce such instrument or agreement against the Company, and (d) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, and each such document that is a copy conforms to an authentic original, and all signature on each such document are genuine.
Our opinion set forth above is limited to the law of the State of Minnesota and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law.
We hereby consent to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K and to being named in the Prospectus Supplement under the caption Legal Matters with respect to the matters stated therein without implying or admitting that we are experts within the meaning of the Securities Act, or other rules and regulations of the Commission issued thereunder.
This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Preferred Stock.
Very truly yours, |
FAEGRE BAKER DANIELS LLP |
By: /s/ W. Morgan Burns |
Partner |