EX-5 2 l85979aex5.txt EXHIBIT 5 1 EXHIBIT 5 [LETTERHEAD OF THE REYNOLDS AND REYNOLDS COMPANY] January 17, 2001 Ladies and Gentlemen: As General Counsel and Secretary for The Reynolds and Reynolds Company (the "Company"), I am familiar with the Amended Articles of Incorporation of the Company under the laws of the State of Ohio, its Consolidated Code of Regulations, and the respective actions taken by the Shareholders and by the Board of Directors in connection therewith, and all subsequent corporate proceedings with respect thereto. In addition, I am familiar with the preparation of the Registration Statement on Form S-3 registering 24,590 shares of Class A Common Stock, no par value, relating to the sales, if any, of the shares by the selling shareholder currently being filed with the SEC (the "Registration Statement"). I am also acquainted with the business activities of the Company and have examined corporate minute books, records and such other documents as I have deemed necessary in order to render to you the following opinion. Based upon the foregoing, I am of the opinion that: 1. The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of Ohio. 2. The 24,590 shares of Class A Common Stock proposed to be sold by the selling shareholder, as described in the Registration Statement, have been duly authorized and validly issued, and are fully paid and nonassessable as described in such Registration Statement. Very truly yours, /s/ Douglas M. Ventura Douglas M. Ventura General Counsel and Secretary