EX-5 4 irm341b.txt OPINION OF FOLEY & LARDNER [GRAPHIC OMITTED][FOLEY & LARDNER LOGO] FOLEY & LARDNER 777 East Wisconsin Avenue, Suite 3800 Milwaukee, Wisconsin 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foleylardner.com May 16, 2003 CLIENT/MATTER NUMBER 025294-0101 Hudson Highland Group, Inc. 622 Third Avenue New York, New York 10017 Ladies and Gentlemen: We have acted as counsel for Hudson Highland Group, Inc., a Delaware corporation (the "Company"), in conjunction with the preparation of Post-Effective Amendment No. 1 to a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 160,000 shares of the Company's common stock, $.001 par value (the "Common Stock"), which may be issued pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan and the Hudson Global Resources Share Incentive Plan (the "Plans"). As such counsel, we have examined: (i) the Plans; (ii) the Registration Statement, as amended; (iii) the Company's Restated Articles of Incorporation and By-Laws, as amended to date; (iv) resolutions of the Company's Board of Directors relating to the Plans and the issuance of securities thereunder; and (v) such other documents and records as we have deemed necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Delaware. 2. The shares of Common Stock, when issued by the Company pursuant to the terms and conditions of the Plans and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof. We are qualified to practice in the State of Wisconsin, and we do not purport to be experts on the law other than that of the State of Wisconsin and the federal laws of the United States. We express no opinion with respect to the laws of any jurisdiction other than the State of Wisconsin, the provisions of the Delaware General Corporation Law and the federal laws of the United States. To the extent matters covered by our opinion are governed by the laws of a state other than the State of Wisconsin or the provisions of the Delaware General Corporation Law, we have assumed with your permission, and without independent investigation, that the applicable laws of such state are identical in all relevant respects to the substantive laws of the State of Wisconsin. BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C. DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH MADISON TALLAHASSEE Hudson Highland Group, Inc. May 16, 2003 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner FOLEY & LARDNER