-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVP/GV0vs12eprYL36ZVT4TjC3pnlaqNFvzCzsu0r79LzxwJfkwUu3RufRrishLi sE2H13SeqJKzvcWh7C5kgQ== 0000351903-04-000069.txt : 20041220 0000351903-04-000069.hdr.sgml : 20041220 20041220164843 ACCESSION NUMBER: 0000351903-04-000069 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041220 DATE AS OF CHANGE: 20041220 EFFECTIVENESS DATE: 20041220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPOCH HOLDING CORP CENTRAL INDEX KEY: 0000351903 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 201938886 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-121457 FILM NUMBER: 041214603 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-303-7200 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 FORMER COMPANY: FORMER CONFORMED NAME: J NET ENTERPRISES INC DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: JACKPOT ENTERPRISES INC DATE OF NAME CHANGE: 19920703 S-8 1 form8.txt As filed with the Securities and Exchange Commission on December 20, 2004 Registration Statement No. 333 - ___________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ EPOCH HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-1938886 _______________________________ ____________________________________ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization 667 Madison Avenue, 2nd Floor New York, New York 10021 (212) 303-7200 _______________________________________ (Address of Principal Executive Offices) Epoch Holding Corporation 2004 Omnibus Long-Term Incentive Compensation Plan ________________________________________________ (Full title of the Plan) William W. Priest Chief Executive Officer 667 Madison Avenue, 2nd Floor New York, New York 10021 _______________________________________ (Name and address of agent for service) (212) 303-7200 ___________________________________________________________ Telephone number, including area code, of agent for service Copies to: Alan I. Annex, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 (212) 801-9200 (212) 801-6400 (Telecopy) CALCULATION OF REGISTRATION FEE Proposed number of Proposed maximum Proposed Title of securities shares to be offering price maximum aggregate Amount of to be registered registered (1) per share offering price registration fee _____________________ __________________ ________________ __________________ ________________ Common Shares, $0.01 3,000,000 (2) $3.30 $1,254.33 par value, underlying options to be issued under the Epoch Holding Corporation 2004 Omnibus Long-Term Incentive Compensation Plan
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Common Stock which become issuable under the Epoch Holding Corporation 2004 Omnibus Long-Term Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act on the basis of the average of the high and low price of a share of Common Stock as reported by the Over-the-Counter Bulletin Board on December 17, 2004. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 of the Securities Act of 1933, as amended (the "Securities Act"), and the introductory Note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b) of the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been filed with the Securities and Exchange Commission (the "Commission"), are hereby incorporated by reference into this registration statement: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2004; (b) Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004; (c) Registrant's Current Reports on Form 8-K filed on August 17, 2004, September 14, 2004, November 19, 2004, December 7, 2004 and December 9, 2004; and (d) Registrant's Proxy Statement on Schedule 14A filed on October 28, 2004 In addition, all documents filed by Epoch with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post- effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Delaware General Corporation Law. Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. Section 145(b) of the Delaware General Corporation Law states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Delaware Court of Chancery or such other court shall deem proper. Section 145(c) of the Delaware General Corporation Law provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection therewith. Section 145(d) of the Delaware General Corporation Law states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Section 145(f) of the Delaware General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145. Section 145(j) of the Delaware General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Certificate of Incorporation. The Registrant's certificate of incorporation incorporated by reference as Exhibit 3.1 hereto provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit. Bylaws. The Registrant's bylaws incorporated by reference as Exhibit 3.2 hereto provide for the indemnification of the officers and directors of the Registrant to the fullest extent permitted by the Delaware General Corporation law. The Registrant's amended and restated bylaws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or as it may be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Registrant or, while a director or officer of the Registrant, is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The Registrant's amended and restated bylaws provide that the Registrant shall indemnify any such person in connection with a proceeding commenced by such person only if the commencement of such proceeding was authorized by the board of directors of the Registrant, except for the commencement of an action by such person to recover the unpaid amount of a claim for indemnification or advancement of expenses that is not paid in full within thirty (30) days after receipt by the Registrant. Insurance. The Registrant maintains directors and officers liability insurance, which covers directors and officers of the Registrant against certain claims or liabilities arising out of the performance of their duties. Indemnification Agreements. The Registrant has entered into indemnification agreements with its officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits See "Exhibit Index" on page II-7 below. Item 9. Undertakings The undersigned registrant hereby undertakes: . To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; . To include any prospectus required by Section 10(a) (3) of the Securities Act; . To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set froth in the "Calculation of Registration Fee" table in the effective registration statement; and . To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a) (1) and (a) (2) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. . That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. . To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. . That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13 (a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable . In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 20th day of December, 2004. EPOCH HOLDING CORPORATION By: /s/ William W. Priest ____________________________ WILLIAM W. PRIEST Chief Executive Officer ____________________ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William W. Priest and Mark E. Wilson, and each or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. ____________________ Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ William W. Priest Chief Executive Officer December 20, 2004 _____________________ (Principal Executive Officer) William W. Priest /s/ Mark E. Wilson Chief Financial Officer December 20, 2004 __________________ Mark E. Wilson (Principal Financial Officer) /s/ Allan R. Tessler Chairman of the Board December 20, 2004 ____________________ Allan R. Tessler /s/ Jeffrey L. Berenson Director December 20, 2004 _______________________ Jeffrey L. Berenson /s/ Peter A. Flaherty Director December 20, 2004 ______________________ Peter A. Flaherty /s/ Eugene M. Freedman Director December 20, 2004 ______________________ Eugene M. Freedman /s/ David R. Markin Director December 20, 2004 ___________________ David R. Markin EXHIBIT INDEX Exhibit Number Description _______ ___________ 3.1 Certificate of Incorporation (filed as an exhibit to Current Report on Form 8-K filed with the Commission on December 7, 2004, and incorporated herein by reference). 3.2 Bylaws (filed as an exhibit to Current Report on Form 8-K filed with the Commission on December 7, 2004, and incorporated herein by reference). 4.1 Form of certificate representing shares of common stock.* 5.1 Opinion of Greenberg Traurig, LLP.* 10.1 Form of 2004 Omnibus Long-Term Incentive Compensation Plan (filed as an exhibit to Current Report on Form 8-K filed with the Commission on November 19, 2004, and incorporated herein by reference). 23.1 Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1).* 23.2 Consent of CF & Co., L.L.P.* 24.1 Power of Attorney (contained on the signature page hereof).* ____________________________________ (*) Filed herewith electronically. EX-4 2 ex41.txt EXHIBIT 4.1 Form of Certificate representing shares of Common Stock Front Number Shares EH CUSIP 29428R 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS COMMON STOCK PAR VALUE $.01 EACH EPOCH HOLDING CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This Certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Epoch Holding Corporation (hereinafter called the "Corporation"), transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Corporation (copies of which are on file with the Corporation and with the Transfer Agent), to all of which the holder, by acceptance hereof, assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: /s/ William W. Priest CONTINENTAL STOCK TRANSFER AND TRUST COMPANY Chief Executive Officer (A LIMITED PURPOSE TRUST COMPANY) (NEW YORK, NY) /s/ Mark E. Wilson TRANSFER AGENT AND Secretary REGISTRAR BY Authorized Officer EPOCH HOLDING CORPORATION Corporate Seal 2004 DELAWARE Form of Certificate representing shares of Common Stock Back EPOCH HOLDING CORPORATION The Board of Directors may require the owner of a lost or destroyed stock certificate, or his legal representatives, to give the corporation a bond to indemnify it and its transfer agents and registrars against any claim that may be made against them on account of the alleged loss or destruction of any such certificate. The following abbreviations, when used in the inscription on the face of the certificate,, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian _________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act__________________________ in common (State) UNIF TRF Min Act - _______(Custodian (until age_____) ___________ under Uniform Transfers to Minor Act_____________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED,___________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated_______________________________________ X___________________________________ X___________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By___________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
EX-5 3 ex51.txt EXHIBIT 5.1 [LETTERHEAD OF GREENBERG TRAURIG, LLP] December 20, 2004 Epoch Holding Corporation 667 Madison Avenue, 2nd Floor New York, New York 10021 Re: Registration Statement on Form S-8 of Epoch Holding Corporation Ladies and Gentlemen: We have acted as counsel to Epoch Holding Corporation, a Delaware corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), covering the offering of up to 3,000,000 shares (the "Shares") of the Company's common stock, $0.01 par value, pursuant to the Company's 2004 Omnibus Long-Term Incentive Compensation Plan (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In connection with this opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and related prospectus, (ii) the Plan, (iii) the Certificate of Incorporation of the Company, as currently in effect, (iv) the Bylaws of the Company, as currently in effect, (v) a specimen certificate representing the Common Stock and (vi) certain resolutions of the Board of Directors of the Company relating to the Plan and the filing of the Registration Statement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the Bar in the State of New York, and we do not express any opinion as to the laws of any jurisdiction, other than the General Corporation law of the State of Delaware. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued, delivered and paid for in accordance with the terms of the Plans and the related option grant agreements, where applicable, and certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, such Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Greenberg Traurig, LLP GREENBERG TRAURIG, LLP EX-23 4 ex232.txt Exhibit 23.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement of Epoch Holdings Corporation (formerly J Net Enterprises, Inc. and Subsidiaries ) on Form S-8 of our report, dated September 24, 2004, included in the Annual Report on Form 10-K of J Net Enterprises, Inc. and Subsidiaries for the year ended June 30, 2004. /s/ CF & Co., L.L.P. _____________________ CF & Co., L.L.P. Dallas, Texas December 20, 2004 -----END PRIVACY-ENHANCED MESSAGE-----