Exhibit 5

 

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309-3424

 

404-881-7000

Fax: 404-881-7777

www.alston.com

 

Laura G. Thatcher   Direct Dial: 404-881-7546   E-mail: lthatcher@alston.com

 

November 19, 2004

 

Global Payments Inc.

10 Glenlake Parkway, North Tower

Atlanta, Georgia 30328-3495

 

Re:

  

Form S-8 Registration Statement –

Global Payments Inc. Amended and Restated 2005 Incentive Plan

 

Ladies and Gentlemen:

 

We have acted as counsel for Global Payments Inc., a Georgia corporation (the “Corporation”), in connection with the referenced Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Corporation with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and covering 4,000,000 shares of the Corporation’s Common Stock, no par value (“Common Stock”), that may be issued pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan (the “Plan”). This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

 

We have examined the Plan, the Amended and Restated Articles of Incorporation of the Corporation, the Fourth Amended and Restated By-laws of the Corporation, records of proceedings of the Board of Directors of the Corporation deemed by us to be relevant to this opinion letter, the Registration Statement and other documents and agreements we deemed necessary for purposes of expressing the opinion set forth herein. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

 

As to certain factual matters relevant to this opinion letter, we have relied upon certificates and statements of officers of the Corporation and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

 

This opinion letter is provided to the Corporation and the Commission for their use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated.

 

Bank of America Plaza

101 South Tryon Street, Suite 4000

Charlotte, NC 28280-4000

704-444-1000

Fax: 704-444-1111

 

90 Park Avenue

New York, NY 10016

212-210-9400

Fax: 212-210-9444

 

3201 Beechleaf Court, Suite 600

Raleigh, NC 27604-1062

919-862-2200

Fax: 919-862-2260

   601 Pennsylvania Avenue, N.W.
North Building, 10th Floor
Washington, DC 20004-2601
202-756-3300
Fax: 202-756-3333

 


Global Payments Inc.

November 19, 2004

Page 2

 

Our opinion set forth below is limited to the laws of the State of Georgia, and we do not express any opinion herein concerning any other laws.

 

Based on the foregoing, it is our opinion that the 4,000,000 shares of Common Stock covered by the Registration Statement and to be issued pursuant to the Plan, when issued in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and non-assessable.

 

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Sincerely,

ALSTON & BIRD LLP

By:

 

/s/ Laura G. Thatcher


   

Laura G. Thatcher

Partner