Exhibits
Number Description
4.1* Amended and Restated Articles of Incorporation of
the Registrant.
4.2* Restated By-Laws of the Registrant.
4.3 1997 Stock Option Plan
4.4* Specimen certificate representing the Common Stock
of Registrant.
5.1 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Wilmer, Cutler & Pickering (included in
Exhibit 5.1).
------------------
* Incorporated herein by reference from the Registrant's
Registration Statement on Form SB-2 (File No. 333-2002).
EXHIBIT 4.3
FORENSIC TECHNOLOGIES INTERNATIONAL CORPORATION
1997 STOCK OPTION PLAN
PURPOSE Forensic Technologies International Corporation, a
Maryland corporation ("FTI" or the "Company"),
wishes to recruit, reward, and retain employees and
outside directors. To further these objectives, the
Company hereby sets forth the Forensic Technologies
International Corporation 1997 Stock Option Plan
(the "Plan"), effective, subject to stockholder
approval, as of March 25, 1997 (the "Effective
Date"), to provide options ("Options") to employees
and outside directors to purchase shares of the
Company's common stock (the "Common Stock").
OPTIONEES All Employees of FTI and the Eligible Subsidiaries
are eligible for option grants under this Plan, as
are the directors of FTI and the Eligible
Subsidiaries who are not employees ("Eligible
Directors"). Eligible employees and directors
become optionees when the Administrator grants them
an option under this Plan. The Administrator may
also grant options to certain other service
providers. The term optionee also includes, where
appropriate, a person authorized to exercise an
Option in place of the original recipient.
Employee means any person employed as a common law
employee of the Company or an Eligible Subsidiary.
ADMINISTRATOR The Administrator will be the Compensation
Committee of the Board of Directors of FTI (the
"Compensation Committee"). The Board may also act
under the Plan as though it were the Compensation
Committee.
The Administrator is responsible for the general
operation and administration of the Plan and for
carrying out its provisions and has full discretion
in interpreting and administering the provisions of
the Plan. Subject to the express provisions of the
Plan, the Administrator may exercise such powers
and authority of the FTI Board as the Administrator
may find necessary or appropriate to carry out its
functions. The Administrator may delegate its
functions (other than those described in the
GRANTING OF OPTIONS section) to officers or
employees of FTI.
The Administrator's powers will include, but not be
limited to, the power to amend, waive, or extend
any provision or limitation of any Option other
than a Formula Option. The Administrator may act
through meetings of a majority of its members or by
unanimous consent.
FTI Employee Stock Purchase Plan
Page 1 of 13
GRANTING OF Subject to the terms of the Plan, the Administrator
OPTIONS will, in its sole discretion, determine
the recipients of option grants,
the terms of such grants,
the schedule for exercisability (including
any requirements that the optionee or the
Company satisfy performance criteria),
the time and conditions for expiration of the
Option, and
the form of payment due upon exercise.
The Administrator's determinations under the Plan
need not be uniform and need not consider whether
possible optionees are similarly situated.
Options granted to employees may be nonqualified
stock options ("NQSOs") or "incentive stock
options" ("ISOs") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended
from time to time (the "Code"), or the
corresponding provision of any subsequently enacted
tax statute. Options granted to Eligible Directors
must be NQSOs.
The Administrator may also grant Options in
substitution for options held by individuals who
become Employees of the Company or of an Eligible
Subsidiary as a result of the Company's acquiring
the individual's employer. If necessary to conform
the Options to the options for which they are
substitutes, the Administrator may grant substitute
Options under terms and conditions that vary from
those the Plan otherwise requires.
DATE OF GRANT The Date of Grant will be the date as of which the
Administrator awards an Option to an optionee, as
specified in the Administrator's minutes.
EXERCISE PRICE The Exercise Price is the value of the
consideration that an optionee must provide under
an Option Agreement in exchange for one share of
Common Stock. The Administrator will determine the
Exercise Price under each Option. The Administrator
may set the Exercise Price of an Option without
regard to the Exercise Price of any other Options
granted at the same or any other time.
FTI 1997 Stock Option Plan
Page 2 of 13
The Exercise Price per share for NQSOs may not be
less than 50% of the Fair Market Value of a share
on the Date of Grant. If an Option is intended to
be an ISO, the Exercise Price per share may not be
less than the greater 100% of the Fair Market Value
(on the Date of Grant) of a share of Stock covered
by the Option; provided, however, that if the
employee would otherwise be barred from receiving
an ISO by reason of the provisions of Code Sections
422(b)(6) and 424(d) (relating to
more-than-10%-stock-owners), the Exercise Price of
an Option that is intended to be an ISO may not be
less than 110% of the Fair Market Value (on the
Date of Grant) of a share of Stock covered by the
Option.
FAIR MARKET Fair Market Value of a share of Common Stock for
VALUE purposes of the Plan will be determined as follows:
if the Common Stock is traded on a national
securities exchange, the closing sale price
on that date;
if the Common Stock is not traded on any such
exchange, the closing sale price as reported
by the National Association of Securities
Dealers, Inc. Automated Quotation System
("Nasdaq") for such date;
if no such closing sale price information is
available, the average of the closing bid and
asked prices as reported by Nasdaq for such
date; or
if there are no such closing bid and asked
prices, the average of the closing bid and
asked prices as reported by any other
commercial service for such date.
For any date that is not a trading day, the Fair
Market Value of a share of Common Stock for such
date shall be determined by using the closing sale
price or the average of the closing bid and asked
prices, as appropriate, for the immediately
preceding trading day.
The Company may use the consideration it receives
from the optionee for general corporate purposes.
EXERCISABILITY The Administrator will determine the times and
conditions for exercise of each Option but may not
extend the period for exercise beyond the tenth
anniversary of its Date of Grant.
FTI 1997 Stock Option Plan
Page 3 of 13
Options will become exercisable at such times and
in such manner as the Administrator determines and
the Option Agreement indicates; provided, however,
that the Administrator may, on such terms and
conditions as it determines appropriate, accelerate
the time at which the optionee may exercise any
portion of an Option.
No portion of an Option that is unexercisable at an
optionee's termination of employment will
thereafter become exercisable, unless the Option
Agreement provides otherwise, either initially or
by amendment.
LIMITATION ON An Option granted to an employee will be an ISO
ISOS only to the extent that the aggregate Fair Market
Value (determined at the Date of Grant) of the
stock with respect to which ISOs are exercisable
for the first time by the optionee during any
calendar year (under the Plan and all other plans
of the Company and its subsidiary corporations,
within the meaning of Code Section 422(d)), does
not exceed $100,000. This limitation will be
applied by taking Options into account in the order
in which such Options were granted.
DIRECTOR Each Eligible Director who is first elected or
FORMULA GRANTS appointed to the Board after the first Annual
Meeting of the Stockholders following the Effective
Date (i.e., after the 1997 Meeting) will receive a
Formula Option as of his election or appointment to
purchase 14,700 shares of Common Stock. Each
Eligible Director serving on the Board of Directors
at the 1997 Meeting whose term will continue beyond
the 1997 Meeting will receive a Formula Option as
of the 1997 Meeting to purchase 4,200 shares of
Common Stock. For succeeding Annual Meetings,
Eligible Directors who will continue in service
beyond that Annual Meeting will receive additional
grants of Formula Options for 4,200 shares of
Common Stock as of the Annual Meeting.
EXERCISE The Exercise Price of each Option granted to an
PRICE Eligible Director will be the higher of the Fair
Market Value on the Date of Grant or on the date of
initial shareholder approval of the Plan, if later.
EXERCISE Formula Options will become exercisable for
SCHEDULE one-third of the Shares it covers six months after
the Date of Grant, for another one-third on the
first anniversary of the Date of Grant, and for the
remaining one-third on the second anniversary of
the Date of Grant. A Formula Option will become
exercisable in its entirety upon the director's
death, disability, or attainment of age 70. Options
will be forfeited to the extent they are not then
exercisable if a director resigns or fails to be
reelected as a director.
FTI 1997 Stock Option Plan
Page 4 of 13
METHOD OF To exercise any exercisable portion of an Option,
EXERCISE the optionee must:
Deliver a written notice of exercise to the
Secretary of the Company (or to whomever the
Administrator designates), in a form complying with
any rules the Administrator may issue, signed by
the optionee, and specifying the number of shares
of Common Stock underlying the portion of the
Option the optionee is exercising;
Pay the full Exercise Price by cashier's or
certified check for the shares of Common Stock with
respect to which the Option is being exercised,
unless the Administrator consents to another form
of payment (which could include the use of Common
Stock); and
Deliver to the Administrator such representations
and documents as the Administrator, in its sole
discretion, may consider necessary or advisable.
Payment in full of the Exercise Price need not
accompany the written notice of exercise provided
the notice directs that the stock certificates for
the shares issued upon the exercise be delivered to
a licensed broker acceptable to the Company as the
agent for the individual exercising the option and
at the time the stock certificates are delivered to
the broker, the broker will tender to the Company
cash or cash equivalents acceptable to the Company
and equal to the Exercise Price.
If the Administrator agrees to payment through the
tender to the Company of shares of Common Stock,
the individual must have held the stock being
tendered for at least six months at the time of
surrender or must have acquired the stock under an
option granted at least six months before the time
of surrender. Shares of stock offered as payment
will be valued, for purposes of determining the
extent to which the optionee has paid the Exercise
Price, at their Fair Market Value on the date of
exercise. The Administrator may also, in its
discretion, accept attestation of ownership of
Common Stock and issue a net number of shares upon
Option exercise.
OPTION No one may exercise an Option more than ten years
EXPIRATION after its Date of Grant (or five years, for an ISO
granted to a more-than-10% shareholder). Unless the
Option Agreement provides otherwise, either
initially or by amendment, no one may exercise an
Option after the first to occur of:
FTI 1997 Stock Option Plan
Page 5 of 13
EMPLOYMENT The date of termination of employment (other than
TERMINATION for death or Disability), where termination of
employment means the time when the
employer-employee or other service-providing
relationship between the employee and the Company
ends for any reason, including retirement. Unless
the Option Agreement provides otherwise,
termination of employment does not include
instances in which the Company immediately rehires
a common law employee as an independent contractor.
The Administrator, in its sole discretion, will
determine all questions of whether particular
terminations or leaves of absence are terminations
of employment;
DISABILITY For disability, the earlier of (i) the first
anniversary of the optionee's termination of
employment for disability and (ii) thirty (30) days
after the optionee no longer has a disability,
where disability means the inability to engage in
any substantial gainful activity by reason of any
medically determinable physical or mental
impairment that can be expected to result in death
or that has lasted or can be expected to last for a
continuous period of not less than twelve months;
or
DEATH The date twelve months after the optionee's death.
If exercise is permitted after termination of
employment, the Option will nevertheless expire as
of the date that the former employee violates any
covenant not to compete in effect between the
Company and the former employee.
Nothing in this Plan extends the term of an Option
beyond the tenth anniversary of its Date of Grant,
nor does anything in this OPTION EXPIRATION section
make an Option exercisable that has not otherwise
become exercisable.
OPTION Option Agreements will set forth the terms of each
AGREEMENT Option and will include such terms and conditions,
consistent with the Plan, as the Administrator may
determine are necessary or advisable. To the extent
the agreement is inconsistent with the Plan, the
Plan will govern. The Option Agreements may contain
special rules.
FTI 1997 Stock Option Plan
Page 6 of 13
STOCK SUBJECT Except as adjusted below under CORPORATE CHANGES,
TO PLAN the aggregate number of shares of Common Stock that
may be issued under the Options (whether ISOs or
NQSOs) may not exceed 1,000,000 shares and the
maximum number of shares that may be subject to
Options for a single individual in a calendar year
may not exceed 150,000 shares. The Common Stock
will come from either authorized but unissued
shares or from previously issued shares that the
Company reacquires, including shares it purchases
on the open market. If any Option expires, is
canceled, or terminates for any other reason, the
shares of Common Stock available under that Option
will again be available for the granting of new
Options (but will be counted against that calendar
year's limit for a given individual).
No adjustment will be made for a dividend or other
right for which the record date precedes the date
of exercise.
The optionee will have no rights of a stockholder
with respect to the shares of stock subject to an
Option except to the extent that the Company has
issued certificates for such shares upon the
exercise of the Option.
The Company will not issue fractional shares
pursuant to the exercise of an Option, but the
Administrator may, in its discretion, direct the
Company to make a cash payment in lieu of
fractional shares.
PERSON WHO During the optionee's lifetime, only the optionee
MAY EXERCISE or his duly appointed guardian or personal
representative may exercise the Options. After his
death, his personal representative or any other
person authorized under a will or under the laws of
descent and distribution may exercise any then
exercisable portion of an Option. If someone other
than the original recipient seeks to exercise any
portion of an Option, the Administrator may request
such proof as it may consider necessary or
appropriate of the person's right to exercise the
Option.
FTI 1997 Stock Option Plan
Page 7 of 13
ADJUSTMENTS Subject to any required action by the Company
UPON CHANGES (which it shall promptly take) or its stockholders,
IN CAPITAL STOCK and subject to the provisions of applicable
corporate law, if, after the Date of Grant of an
Option,
the outstanding shares of Common Stock
increase or decrease or change into or are
exchanged for a different number or kind of
security by reason of any recapitalization,
reclassification, stock split, reverse stock
split, combination of shares, exchange of
shares, stock dividend, or other distribution
payable in capital stock, or
some other increase or decrease in such
Common Stock occurs without the Company's
receiving consideration,
the Administrator will make a proportionate and
appropriate adjustment in the number of shares of
Common Stock underlying each Option, so that the
proportionate interest of the optionee immediately
following such event will, to the extent
practicable, be the same as immediately before such
event. Any such adjustment to an Option will not
change the total price with respect to shares of
Common Stock underlying the unexercised portion of
the Option but will include a corresponding
proportionate adjustment in the Option's Exercise
Price.
The Administrator will make a commensurate change
to the maximum number and kind of shares provided
in the STOCK SUBJECT TO PLAN section.
Any issue by the Company of any class of preferred
stock, or securities convertible into shares of
common or preferred stock of any class, will not
affect, and no adjustment by reason thereof will be
made with respect to, the number of shares of
Common Stock subject to any Option or the Exercise
Price except as this ADJUSTMENTS section
specifically provides. The grant of an option under
the Plan will not affect in any way the right or
power of the Company to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structure, or to merge or
to consolidate, or to dissolve, liquidate, sell, or
transfer all or any part of its business or assets.
FTI 1997 Stock Option Plan
Page 8 of 13
SUBSTANTIAL Upon a Substantial Corporate Change, the Plan and
CORPORATE the Options will terminate unless provision is made
CHANGE in writing in connection with such transaction for
the assumption or continuation of outstanding
Options, or
the substitution for such options or grants
of any options or grants covering the stock
or securities of a successor employer
corporation, or a parent or subsidiary of
such successor, with appropriate adjustments
as to the number and kind of shares of stock
and prices, in which event the Options will
continue in the manner and under the terms so
provided.
Unless the Board determines otherwise, if an Option
would otherwise terminate pursuant to the preceding
sentence, the optionee will have the right, at such
time before the consummation of the transaction
causing such termination as the Board reasonably
designates, to exercise any unexercised portions of
the Option, whether or not they had previously
become exercisable. However, the acceleration will
not occur if it would render unavailable "pooling
of interest" accounting for any reorganization,
merger, or consolidation of the Company.
A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of
the Company with one or more corporations in
which the Company is not the surviving
corporation,
the sale of substantially all of the assets
of the Company to another corporation, or
any transaction (including a merger or
reorganization in which the Company survives)
approved by the Board that results in any
person or entity (other than any affiliate of
the Company as defined in Rule 144(a)(1)
under the Securities Act) owning 100% of the
combined voting power of all classes of stock
of the Company.
FTI 1997 Stock Option Plan
Page 9 of 13
SUBSIDIARY Employees of Company Subsidiaries will be entitled
EMPLOYEES to participate in the Plan, except as otherwise
designated by the Board of Directors or the
Committee.
Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board otherwise
specifies. For ISO grants, Subsidiary means any
corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company
if, at the time an ISO is granted to a Participant
under the Plan, each of the corporations (other
than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total
combined voting power of all classes of stock in
one of the other corporations in such chain. For
NQSOs, the Board or the Committee can use a
different definition of Subsidiary in its
discretion.
LEGAL The Company will not issue any shares of Common
COMPLIANCE Stock under an Option until all applicable
requirements imposed by Federal and state
securities and other laws, rules, and regulations,
and by any applicable regulatory agencies or stock
exchanges, have been fully met. To that end, the
Company may require the optionee to take any
reasonable action to comply with such requirements
before issuing such shares. No provision in the
Plan or action taken under it authorizes any action
that is otherwise prohibited by Federal or state
laws.
The Plan is intended to conform to the extent
necessary with all provisions of the Securities Act
of 1933 ("Securities Act") and the Securities
Exchange Act of 1934 and all regulations and rules
the Securities and Exchange Commission issues under
those laws. Notwithstanding anything in the Plan to
the contrary, the Administrator must administer the
Plan, and Options may be granted and exercised,
only in a way that conforms to such laws, rules,
and regulations. To the extent permitted by
applicable law, the Plan and any Options will be
deemed amended to the extent necessary to conform
to such laws, rules, and regulations.
FTI 1997 Stock Option Plan
Page 10 of 13
PURCHASE FOR Unless a registration statement under the
INVESTMENT Securities Act covers the shares of Common Stock an
AND OTHER optionee receives upon exercise of his Option, the
RESTRICTIONS Administrator may require, at the time of such
exercise, that the optionee agree in writing to
acquire such shares for investment and not for
public resale or distribution, unless and until the
shares subject to the Option are registered under
the Securities Act. Unless the shares are
registered under the Securities Act, the optionee
must acknowledge:
that the shares purchased on exercise of the
Option are not so registered,
that the optionee may not sell or otherwise
transfer the shares unless
the shares have been registered under the
Securities Act in connection with the sale
or transfer thereof, or counsel
satisfactory to the Company has issued an
opinion satisfactory to the Company that
the sale or other transfer of such shares
is exempt from registration under the
Securities Act, and
such sale or transfer complies with all
other applicable laws, rules, and
regulations, including all applicable
Federal and state securities laws, rules,
and regulations.
Additionally, the Common Stock, when issued upon
the exercise of an Option, will be subject to any
other transfer restrictions, rights of first
refusal, and rights of repurchase set forth in or
incorporated by reference into other applicable
documents, including the Company's articles or
certificate of incorporation, by-laws, or generally
applicable stockholders' agreements.
The Administrator may, in its sole discretion, take
whatever additional actions it deems appropriate to
comply with such restrictions and applicable laws,
including placing legends on certificates and
issuing stop-transfer orders to transfer agents and
registrars.
FTI 1997 Stock Option Plan
Page 11 of 13
TAX WITHHOLDING The optionee must satisfy all applicable Federal,
state, and local income and employment tax
withholding requirements before the Company will
deliver stock certificates upon the exercise of an
Option. The Company may decide to satisfy the
withholding obligations through additional
withholding on salary or wages. If the Company does
not or cannot withhold from other compensation, the
optionee must pay the Company, with a cashier's
check or certified check, the full amounts required
by withholding. Payment of withholding obligations
is due at the same time as is payment of the
Exercise Price. If the Committee so determines, the
optionee may instead satisfy the withholding
obligations by directing the Company to retain
shares from the Option exercise, by tendering
previously owned shares, or by attesting to his
ownership of shares (with the distribution of net
shares).
TRANSFERS, Unless the Administrator otherwise approves in
ASSIGNMENTS, advance in writing, an Option may not be assigned,
AND PLEDGES pledged, or otherwise transferred in any way,
whether by operation of law or otherwise or through
any legal or equitable proceedings (including
bankruptcy), by the optionee to any person, except
by will or by operation of applicable laws of
descent and distribution. If Rule 16b-3 then
applies to an Option, the optionee may not transfer
or pledge shares of Common Stock acquired upon
exercise of an Option until at least six (6) months
have elapsed from (but excluding) the Date of
Grant, unless the Administrator approves otherwise
in advance in writing.
AMENDMENT OR The Board may amend, suspend, or terminate the Plan
TERMINATION at any time, without the consent of the optionees
OF PLAN AND or their beneficiaries; provided, however, that no
OPTIONS amendment will deprive any optionee or beneficiary
of any previously declared Option. Except as
required by law or by the CORPORATE CHANGES
section, the Administrator may not, without the
optionee's or beneficiary's consent, modify the
terms and conditions of an Option so as to
adversely affect the optionee. No amendment,
suspension, or termination of the Plan will,
without the optionee's or beneficiary's consent,
terminate or adversely affect any right or
obligations under any outstanding Options.
PRIVILEGES OF No optionee and no beneficiary or other person
STOCK OWNERSHIP claiming under or through such optionee will have
any right, title, or interest in or to any shares
of Common Stock allocated or reserved under the
Plan or subject to any Option except as to such
shares of Common Stock, if any, that have been
issued to such optionee.
FTI 1997 Stock Option Plan
Page 12 of 13
EFFECT ON 1992 If and when the stockholders approve this Plan, no
OPTION PLAN additional options will be granted under the
Forensic Technologies International Corporation
1992 Stock Option Plan.
EFFECT ON Whether exercising an Option causes the optionee to
OTHER PLANS accrue or PLANS receive additional benefits under
any pension or other plan is governed solely by the
terms of such other plan.
LIMITATIONS ON Notwithstanding any other provisions of the Plan,
LIABILITY no individual acting as a director, employee, or
agent of the Company shall be liable to any
optionee, former optionee, spouse, beneficiary, or
any other person for any claim, loss, liability, or
expense incurred in connection with the Plan, nor
shall such individual be personally liable because
of any contract or other instrument he executes in
such other capacity. The Company will indemnify and
hold harmless each director, employee, or agent of
the Company to whom any duty or power relating to
the administration or interpretation of the Plan
has been or will be delegated, against any cost or
expense (including attorneys' fees) or liability
(including any sum paid in settlement of a claim
with the FTI Board's approval) arising out of any
act or omission to act concerning this Plan unless
arising out of such person's own fraud or bad
faith.
NO EMPLOYMENT Nothing contained in this Plan constitutes an
CONTRACT employment contract between the Company and the
optionee. The Plan does not give the optionee any
right to be retained in the Company's employ, nor
does it enlarge or diminish the Company's right to
terminate the optionee's employment.
APPLICABLE LAW The laws of the State of Maryland (other than its
choice of law provisions) govern this Plan and its
interpretation.
DURATION OF PLAN Unless the FTI Board extends the Plan's term, the
Administrator may not grant Options after March 25,
2007. The Plan will then terminate but will
continue to govern unexercised and unexpired
Options.
APPROVAL OF The Plan must be submitted to the shareholders of
SHAREHOLDERS the Company for their approval within 12 months
after the Board of Directors of the Company adopts
the Plan. The adoption of the Plan is conditioned
upon the approval of the shareholders of the
Company, and failure to receive their approval will
render the Plan and any outstanding options
thereunder void and of no effect.
FTI 1997 Stock Option Plan
Page 13 of 13
WILMER, CUTLER & PICKERING
100 LIGHT STREET WASHINGTON
BALTIMORE, MD 21202 BALTIMORE
---------- LONDON
TELEPHONE (410) 986-2800 BRUSSELS
FACSIMILE (410) 986-2828 BERLIN
June 24, 1997
Forensic Technologies International Corporation
2021 Research Drive
Annapolis, Maryland 21401
Re: Forensic Technologies International Corporation
1997 Stock Option Plan
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Forensic Technologies International
Corporation, a Maryland corporation (the "Company"), in connection with the
preparation by the Company of a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission on June 26, 1997 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the registration
of stock options (the "Options") covering 1,000,000 shares of Common Stock, $.01
par value per share (the "Shares"), of the Company and 1,000,000 Shares issuable
upon the exercise of Options pursuant to the 1997 Stock Option Plan of the
Company (the "Plan").
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement;
2. A copy of the document disclosing material information to Plan
participants prepared in connection with the Registration
Statement;
3. A copy of the Plan, as certified on June 24, 1997 by the
Secretary of the Company as then being complete, accurate and in
effect;
4. A copy of the Amended and Restated Articles of Incorporation of
the Company, as certified on June 24, 1997 by the Maryland State
Department of Assessments and Taxation ("SDAT");
5. A copy of the By-Laws of the Company, as certified on June 24,
1997 by the Secretary of the Company as then being complete,
accurate and in effect;
Forensic Technologies International Corporation
June 24, 1997
Page 2
6. Resolutions of the Board of Directors of the Company adopted at a
special meeting held May 21, 1997, as certified by the Secretary
of the Company on June 24, 1997 as then being complete, accurate
and in effect;
7. Minutes of the Annual Meeting of Stockholders of the Company held
May 21, 1997, as certified by the Secretary of the Company on
June 24, 1997 as then being complete, accurate and in effect;
8. A Certificate of Good Standing of the Company in the State of
Maryland as certified on June 24, 1997 by SDAT; and
9. A certificate of the Secretary of the Company as to certain
factual matters dated June 24, 1997.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation or verification thereof. We have assumed that there
will be no amendments, modifications, additions, deletions or changes to the
form of Registration Statement as filed on June 26, 1997 from the form of
Registration Statement reviewed for this opinion letter.
We are members of the Bar of the State of Maryland and do not hold
ourselves out as being experts in the law of any other state. This opinion
letter is limited to the laws of the United States and the Maryland General
Corporation Law. Our opinions in this letter are rendered only with respect to
the laws and the rules, regulations and orders thereunder that are currently in
effect.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that:
1. The issuance of the Options in accordance with the terms of the Plan
has been lawfully and duly authorized by the Board of Directors and
Stockholders of the Company.
2. The issuance of the Shares upon the exercise of Options granted, when
issued and exercised in accordance with the terms of the Plan, has
been
Forensic Technologies International Corporation
June 24, 1997
Page 3
lawfully and duly authorized by the Board of Directors and
Stockholders of the Company.
3. When the Options have been exercised, the exercise price has been paid
in full and the Shares have been issued and delivered in accordance
with the terms of the Plan, the Shares will be validly issued, fully
paid and nonassessable under the Maryland General Corporation Law.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement, and shall not be quoted in whole or in part or otherwise be referred
to, nor otherwise be filed with or furnished to any governmental agency or other
person or entity, without our prior written consent.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement. Nothing herein shall be construed to cause us to be
considered "experts" within the meaning of Section 11 of the Securities Act of
1933, as amended.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
--------------------------------
John B. Watkins, a partner
Consent of Ernst & Young, LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 333-_____ ) pertaining to the 1997 Stock Option Plan of our report
dated January 31, 1997, with respect to the consolidated financial statements of
Forensic Technologies International Corporation included in its Annual Report
(Form 10-KSB) for the year ended December 31, 1996, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young, LLP
Baltimore, Maryland
June 25, 1997
