EXHIBIT 5
XXXX AND XXXX LLP
Counsellors At Law
00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
000-000-0000 * FAX 000-000-0000
June 13, 2001
Entrust, Inc.
One Preston Park South
0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
Re: Special Nonstatutory Stock Option
Agreement dated April 22, 2001 by and between
the Registrant and F. Xxxxxxx Xxxxxx
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Ladies and Gentlemen:
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 (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 2,000,000 shares of Common Stock,
$.01 par value per share (the "Shares"), of Entrust, Inc., a Maryland
corporation (the "Company"), issuable under the Special Nonstatutory Stock
Option Agreement dated April 22, 2001 by and between the Registrant and F.
Xxxxxxx Xxxxxx (the "Plan").
We have examined the Articles of Incorporation of the Company, as amended
to date, and the Bylaws of the Company, as amended to date, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Maryland
General Corporation Law and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and the Shares, when issued and
paid for in accordance with the terms and conditions of the Plan, will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Xxxx and Xxxx LLP
XXXX AND XXXX LLP
