EX-5 3 w84755bexv5.txt OPINION OF WOLF BLOCK SCHORR AND SOLIS-COHEN LLP EXHIBIT 5 Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, Pennsylvania 19103-2097 Tel: (215) 977-2000 Fax: (215) 977-2740 www.WolfBlock.com March 25, 2003 Advanta Corp. Welsh and McKean Roads P.O. Box 844 Spring House, PA 19477 RE: Registration Statement on Form S-8 Relating to the Advanta Corp. Employee Stock Purchase Plan Ladies and Gentlemen: As counsel to Advanta Corp., a Delaware corporation (the "Company"), we have assisted in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 500,000 shares of the Company's Class B Common Stock, $.01 par value per share (the "Class B Common Stock"), which may be issued under the Advanta Corp. Employee Stock Purchase Plan (the "Plan"). In this connection, we have examined and considered the original or copies, certified or otherwise identified to our satisfaction, of the Company's Restated Certificate of Incorporation, as amended, its By-laws, as amended, the Plan, resolutions of the Company's Board of Directors and such other documents and corporate records relating to the Company and the issuance and sale of the Class B Common Stock as we have deemed appropriate for purposes of rendering this opinion. In all examinations of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to us as conformed, photostatic or other copies. As to matters of fact which have not been independently established, we have relied upon representations of officers of the Company. Based upon the foregoing examination and the information thus supplied, it is our opinion that the shares of Class B Common Stock to be offered under the Plan are duly authorized and, when issued and sold pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable. We hereby expressly consent to the inclusion of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP