Exhibit 5
SCHRECK MORRIS
Attorneys at Law
1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
(702) 382-2101 FAX (702) 382-8135
April 29, 1998
RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109
Ladies and Gentlemen:
In connection with that certain Registration Statement on Form S-3
(the "Registration Statement") filed by RCM Technologies, Inc., a Nevada
corporation (the "Company"), on April 29, 1998 under the Securities Act of 1933,
as amended (the "Act"), relating to the public offering (the "Offering") of an
aggregate of up to 3,105,000 shares of the Company's common stock, par value
$0.05 per share, of which (a) up to 2,914,980 shares may be issued and sold by
the Company (the "Primary Shares") and (b) 190,020 shares will be sold by
certain stockholders of the Company upon the exercise of stock options held by
such selling stockholders (the "Secondary Shares" and, together with the Primary
Shares, the "Shares"), you have requested our opinion with respect to the
matters set forth below. In our capacity as special Nevada counsel to the
Company, we are familiar with the proceedings taken and proposed to be taken by
the Company and, for purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals of such documents, corporate records, and
other instruments, and have obtained and relied upon such certificates,
representations and assurances from the Company and public officials, as we have
considered necessary or appropriate for the purposes of this opinion.
RCM Technologies, Inc.
April 29, 1998
Page 2
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each natural person
executing a document we examined has sufficient legal capacity to do so, (ii)
all documents submitted to us as originals are authentic, the signatures on all
documents that we examined are genuine, and all documents submitted to us as
certified, conformed, photostatic or facsimile copies conform to the original
document, and (iii) all corporate records made available to us by the Company
and all public records reviewed are accurate and complete.
Based upon the foregoing, and having regard to legal considerations
and other information that we deem relevant, we are of the opinion that:
(i) the Primary Shares have been duly authorized and, when issued and
sold in the manner contemplated in the Registration Statement, will be validly
issued, fully paid and non-assessable; and
(ii) assuming the due and proper exercise of the related stock options
in accordance with the terms thereof, the Secondary Shares will be, when issued,
duly authorized, validly issued, fully paid and non-assessable.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we
do not purport to be experts on, or to express any opinion herein concerning, or
to assume any responsibility as to the applicability to or the effect on any of
the matters covered herein of, the laws of any other jurisdiction. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, any federal law, including any federal securities law, or
any state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" therein. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Yours very truly,
/s/ Schreck Morris
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SCHRECK MORRIS