EXHIBIT 5
SIMPSON THACHER & BARTLETT LLP
3330 HILLVIEW AVENUE
PALO ALTO, CA 94304
(650) 251-5000
FACSIMILE: (650) 251-5002
November 12, 2004
CB Richard Ellis Group, Inc.
865 South Figueroa Street, Suite 3400
Los Angeles, California 90017
Ladies and Gentlemen:
We have acted as counsel to CB Richard Ellis Group, Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to the sale by certain selling stockholders (the Selling Stockholders) of an aggregate of up to 15,000,000 shares of Class A Common Stock, $0.01 par value per share, which shares have been issued and are outstanding (together with any additional shares of such stock that may be sold by the Selling Stockholders pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement, the Shares).
We have examined the Registration Statement and the specimen share certificate, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP