NICHOLAS FINANCIAL INC (Form: S-8, Received: 05/24/2007 17:22:08)

As filed with the United States Securities and Exchange Commission on May 24, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

NICHOLAS FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


British Columbia, Canada		8736-3354
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2454 McMullen Booth Road
Building C
Clearwater, Florida		33759
(Address of principal executive offices)		(Zip Code)

Nicholas Financial, Inc. Equity Incentive Plan

(Full title of the plan)

Peter L. Vosotas

Chairman, Chief Executive Officer and President

Nicholas Financial, Inc.

2454 McMullen Booth Road, Building C

Clearwater, Florida 33759

(772) 726-0763

Copy to:

Todd B. Pfister, Esq.

Foley & Lardner LLP

321 North Clark Street

Suite 2800

Chicago, Illinois 60610-4764

(312) 832-4500

(Name, address and telephone number,

including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

Amount

to be

Registered (1)

Proposed Maximum

Offering Price

Per Share

Proposed Maximum

Aggregate Offering

Price

Amount of

Registration Fee

Common shares, without par value

975,000 shares

11.54

(2)

11,251,500

(2)

345.42

(1)

Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Nicholas Financial, Inc. Equity Incentive Plan.

(2)	Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Nicholas Financial, Inc. Common shares on the NASDAQ Stock Market on May 18, 2007.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement on Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference .

The following documents filed with the Commission by Nicholas Financial, Inc. (the "Company") are hereby incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006.

2. The Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006, September 30, 2006 and December 31, 2006.

3. The Company’s Current Reports on Form 8-K dated July 27, 2006, August 9, 2006 (as amended), November 2, 2006, January 29, 2007, and May 7, 2007.

4. The description of the Company's Common shares contained in Item 8 of the Company's Registration Statement on Form 10-SB, as filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 28, 1995, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities .

Not applicable.

Item 5. Interests of Named Experts and Counsel .

None.

Item 6. Indemnification of Directors and Officers .

Pursuant to the Articles of the Company and subject to the British Columbia Business Corporations Act (the “Business Corporations Act”), the Company must indemnify a director, former

director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Additionally, subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

The Company maintains a liability insurance policy for its directors and officers that may extend to, among other things, liability arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits .

The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index.

Item 9. Undertakings .

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) 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;

(iii) 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)(i) and (a)(1)(ii) 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 Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) 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.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Clearwater, State of Florida, on this 24th day of May, 2007.


NICHOLAS FINANCIAL, INC.

By:		/s/ Peter L. Vosotas
		Peter L. Vosotas
		Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Peter L. Vosotas and Ralph T. Finkenbrink, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her 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, 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 connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date
/s/ Peter L. Vosotas Peter L. Vosotas	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	May 24, 2007

/s/ Ralph T. Finkenbrink Ralph T. Finkenbrink	Senior Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 24, 2007

/s/ Stephen Bragin Stephen Bragin	Director	May 24, 2007

/s/ Scott Fink Scott Fink	Director	May 24, 2007

/s/ Alton R. Neal Alton R. Neal	Director	May 24, 2007

S-1

EXHIBIT INDEX


Exhibit Number		Exhibit Description
(4.1)		Articles of Nicholas Financial, Inc. (incorporated by reference to Appendix B to the Company’s Proxy Statement for the 2006 Annual General Meeting of Shareholders filed on Schedule 14A on June 30, 2006 (File No. 0-26680)).

(4.2)		Notice of Articles of Nicholas Financial, Inc.

(4.3)		Nicholas Financial, Inc. Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2006 Annual General Meeting of Shareholders filed on Schedule 14A on June 30, 2006 (File No. 0-26680)).

(4.4)		Form of Nicholas Financial, Inc. Equity Incentive Plan Stock Option Award.

(4.5)		Form of Nicholas Financial, Inc. Equity Incentive Plan Restricted Stock Award.

(4.6)		Form of Nicholas Financial, Inc. Equity Incentive Plan Performance Share Award.

(5)		Opinion of Salley Bowes Harwardt.

(23.1)		Consent of Dixon Hughes PLLC.

(23.2)		Consent of Sally Bowes Harwardt (contained in Exhibit (5)).

(24)		Powers of Attorney (included on the signature page to this Registration Statement).

E-1


Ministry of Finance	Mailing Address:	Location:
Corporate and Personal	PO BOX 9431 Stn Prov Govt.	2nd Floor - 940 Blanshard St.
Property Registries	Victoria BC V8W 9V3	Victoria BC
www.corporateonline.gov.bc.ca		250 356-8626


		Notice of Articles BUSINESS CORPORATIONS ACT		CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies

				RON TOWNSHEND August 17, 2006

This Notice of Articles was issued by the Registration on: August 17, 2006 09:51 AM Pacific Time

Incorporation Number BC0312561

Recognition Date: Incorporated on July 28, 1986

NOTICE OF ARTICLES


Name of Company: NICHOLAS FINANCIAL, INC.

REGISTERED OFFICE INFORMATION Mailing Address: 17TH FLOOR, 1750 - 1185 WEST GEORGIA ST. VANCOUVER BC V6E 4E6 CANADA		Delivery Address: 17TH FLOOR, 1750 - 1185 WEST GEORGIA ST. VANCOUVER BC V6E 4E6 CANADA

RECORDS OFFICE INFORMATION Mailing Address: 17TH FLOOR, 1750 - 1185 WEST GEORGIA ST. VANCOUVER BC V6E 4E6 CANADA		Delivery Address: 17TH FLOOR, 1750 - 1185 WEST GEORGIA ST. VANCOUVER BC V6E 4E6 CANADA

BC0312561 Page: 1 of 3


DIRECTOR INFORMATION
Last Name, First Name, Middle Name: BRAGIN, STEPHEN
Mailing Address: 13 BELFOREST DR BELLAIR BLUFF FL 33770 USA		Delivery Address: 13 BELFOREST DR BELLAIR BLUFF FL 33770 USA

Last Name, First Name, Middle Name: FINKENBRINK, RALPH T.

Mailing Address: 310 CYPRESS CREEK CIRCLE OLDSMAR FLORIDA USA 34677		Delivery Address: 310 CYPRESS CREEK CIRCLE OLDSMAR FLORIDA USA 34677

Last Name, First Name, Middle Name: NEAL, ALTON R.

Mailing Address: 2873 LA CONCHE DR CLEARWATER FL USA 33759 FULL NAME: CHARLES ALTON NEAL		Delivery Address: 2873 LA CONCHE DR CLEARWATER FL USA 33759 FULL NAME: CHARLES ALTON NEAL

Last Name, First Name, Middle Name: VOSOTAS, PETER L.

Mailing Address: 2489 SHADY OAK COURT CLEARWATER, FLORIDA U.S.A. 34621		Delivery Address: 2489 SHADY OAK COURT CLEARWATER, FLORIDA U.S.A. 34621

Last Name, First Name, Middle Name: Fink, Scott

Mailing Address: 3030 TURTLE BROOKE CLEARWATER FL 33761 UNITED STATES		Delivery Address: 3030 TURTLE BROOKE CLEARWATER FL 33761 UNITED STATES

Last Name, First Name, Middle Name: Luney, Percy

Mailing Address: 1134 BRANTLEY ESTATES DRIVE ALTAMONTE SPRINGS FL 32714 UNITED STATES		Delivery Address: 1134 BRANTLEY ESTATES DRIVE ALTAMONTE SPRINGS FL 32714 UNITED STATES

BC0312561 Page: 2 of 3

PRE-EXISTING COMPANY PROVISIONS

The Pre-existing Company Provisions apply to this company.

RESOLUTION DATES:

Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares:

August 10, 2006

AUTHORIZED SHARE STRUCTURE


1. 50,000,000 Common Shares		Without Par Value

		Without Special Rights or Restrictions attached

2. 5,000,000 Preference Shares		Without Par Value

		With Special Rights or Restrictions attached

BC0312561 Page: 3 of 3

EXHIBIT 4.4

NICHOLAS FINANCIAL, INC.

EQUITY INCENTIVE PLAN

STOCK OPTION AWARD

[Name]

[Address]

Dear :

You have been granted an option (the “Option”) to purchase shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”) with the following terms and conditions:


Grant Date:		, 200

Type of Option:		[Nonqualified or Incentive Stock Option]

Number of Option Shares:

Exercise Price per Share:		U.S. $

Termination Date:		Earlier to occur of: • Close of business at the Company headquarters on the fifth (5 ^th ) anniversary of the Grant Date, and • Thirty (30) days after your termination of employment or service. Your entire Option (whether vested or nonvested) is terminated immediately if your employment or service is terminated for Cause. In addition, if you have submitted a notice of exercise that has not yet been processed and you are terminated for Cause, your notice of exercise will be rescinded and your exercise price will be returned to you.

Vesting:		percent ( %) of your Option will vest on each of the first anniversaries of the Grant Date. If your employment or service terminates prior to the date your Options are fully vested as a result of death, Disability or Retirement, your Option will become fully vested on the date of such termination.


		Upon any other termination of employment from, or cessation of services to, the Company and its Affiliates, the unvested portion of your Option will terminate.

Manner of Exercise:		You may exercise this Option only to the extent vested and only if the Option has not terminated. To exercise this Option, you must complete the “Notice of Stock Option Exercise” form provided by the Company and return it to the address indicated on the form. The form will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must contact the Company and prove to the Company’s satisfaction that he or she is entitled to do so. Your ability to exercise the Option may be restricted by the Company if required by applicable law.

Restrictions on Resale:		By accepting this Option, you agree not to sell any Shares acquired under this Option at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

Notice of Sale:		If this Option is designated as an incentive stock option, you must report to the Secretary of the Company any disposition of the Shares acquired under this Option that is made within two (2) years from the Grant Date or within twelve (12) months from the date you acquired the Shares (the “Notice Period”). In addition, the Company may, at any time during the Notice Period, place a legend or legends on any certificate(s) for the Option Shares requesting the Company’s transfer agent to notify the Company of any transfer of the Shares.

Miscellaneous:		• This Stock Option Award may be amended only by written consent signed by you and the Company, unless the amendment is not to your detriment. • As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive. • This Agreement may be executed in counterparts.

This Option is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Option and definitions of capitalized terms used and not defined in this Option can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS STOCK OPTION AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE PROSPECTUS DESCRIBING THE PLAN.



Authorized Officer				Optionee

EXHIBIT 4.5

NICHOLAS FINANCIAL, INC.

EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD

[Name]

[Address]

Dear :

You have been granted a Restricted Stock award for shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”) with the following terms and conditions:


Grant Date:		, 200

Number of Restricted Shares:		Shares

Vesting Schedule:		percent ( %) of your Restricted Shares will vest on each of the first anniversaries of the Grant Date. If your employment or service terminates prior to the date your Restricted Shares are vested as a result of death or Disability, or if the Company terminates your employment for other than Cause, your Restricted Shares will become fully vested on the date of such termination. In addition, upon a Change of Control, all of your Restricted Shares will become fully vested. Upon any other termination of employment or service, you will forfeit the Restricted Shares that have not yet vested.

[Issuance of Certificates][Escrow] :		[Issuance:] The Company will issue in your name certificate(s) evidencing your Restricted Shares as soon as practicable following your execution of this Award. In addition to any other legends placed on the certificate(s), such certificate(s) will bear the following legend: “The sale or other transfer of the Shares represented by this certificate, whether voluntary or by operation of law, is subject to restrictions set forth in a Restricted Stock Award agreement, dated as of ______________________, by and between Nicholas Financial, Inc. and the registered owner hereof. A copy of such agreement may be obtained from the Secretary of Nicholas Financial, Inc.”



		Upon the vesting of the Restricted Shares, you will be entitled to a new certificate for the Shares that have vested, without the foregoing legend, upon making a request for such certificate to the Secretary of the Company. [Escrow:] Your Restricted Shares will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Shares held in escrow that will state that the Company holds such Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the vesting date, the Restricted Shares will cease to be held in escrow, and certificate(s) for such number of Shares will be delivered to you or, in the case of your death, to your estate.

Transferability of Restricted Shares:		You may not sell, transfer or otherwise alienate or hypothecate any of your Restricted Shares until they are vested. In addition, by accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

Voting and Dividends:		While the Restricted Shares are subject to forfeiture, you may exercise full voting rights and will receive all dividends and other distributions paid with respect to the Restricted Shares, in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any such dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award as are the Restricted Shares with respect to which they were paid.

Tax Withholding:		To the extent that the receipt of the Restricted Shares or the vesting of the Restricted Shares results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. If you do not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection with this Award, you

may satisfy the withholding requirement, in whole or in part, [if escrow: by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to you from escrow hereunder on the date the tax is to be determined] [if issue: by electing to deliver to the Company that number of Restricted Shares (that would otherwise be vested on the date the tax is determined)] having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable vesting date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

Miscellaneous:

• This Restricted Stock Award may be amended only by written consent signed by you and the Company, unless the amendment is not to your detriment.

• As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.

• This Agreement may be executed in counterparts.

This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE

PROSPECTUS DESCRIBING THE PLAN.



Authorized Officer				Recipient

EXHIBIT 4.6

NICHOLAS FINANCIAL, INC.

EQUITY INCENTIVE PLAN

PERFORMANCE SHARE AWARD

[Name]

[Address]

Dear :

You have been granted a Performance Share award for shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”) with the following terms and conditions:


Performance Period:	, 200 through , 200

Performance Criteria:	You will earn a number of Shares based on the Company’s achievement of the Performance Goal at the end of the Performance Period as follows:

	Achievement	Number of Performance Shares Earned
	% of Target % of Target Target % of Target % of Target

	The “Target” Performance Goal for the Performance Period is . If your employment or service terminates prior to the end of the Performance Period due to death or Disability, you will be eligible to receive a number of Performance Shares equal to the number of shares specified above assuming the Target Performance Goal had been met, multiplied by a fraction, the numerator of which is the number of days that have elapsed since the first day of the Performance Period to the date of your termination, and the denominator of which is equal to the number of days in the full Performance Period. For this purpose, “Disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the Administrator.


		If your employment or service terminates prior to the end of the Performance Period for any other reason, this Award will terminate in full on the date of such termination and you will not earn any Performance Shares.

Issuance of Certificates:		As soon as practicable after the end of the Performance Period, the Company will issue in your name certificate(s) evidencing your earned Performance Shares. If, however, you terminate employment or service due to death or Disability, the Company will issue certificate(s) evidencing your earned Performance Shares as soon as practicable after the date of your termination.

Transferability of Shares:		By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

Tax Withholding:		To the extent that the receipt of the Performance Shares results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Performance Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date the Shares are distributed. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

Miscellaneous:		• This Performance Share Award may be amended only by written consent signed by you and the Company, unless the amendment is not to your detriment. • As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive. • This Agreement may be executed in counterparts.

This Performance Share Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU

AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE

PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE

PROSPECTUS DESCRIBING THE PLAN.



Authorized Officer				Recipient

Exhibit 5

S ALLEY B OWES H ARWARDT LLP

B ARRISTERS AND S OLICITORS

Suite 1750 - 1185 West Georgia Street

Vancouver, B.C., Canada

V6E 4E6

Telephone: (604) 688-0788

Fax: (604) 688-0778

E-mail: bowes@sbh.bc.ca

May 24, 2007

Nicholas Financial, Inc.

2454 McMullen Booth Road

Clearwater, Florida 33759

Ladies and Gentlemen:

We have acted as counsel for Nicholas Financial, Inc., a company incorporated under the laws of British Columbia (the “Company”), in conjunction with the review of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 975,000 shares of the Company’s Voting Common Stock, no par value (the “Common Stock”), which may be issued pursuant to the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”).

In connection with our representation, we have examined: (a) the Plan; (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Articles of the Company; (d) resolutions of the Company’s Board of Directors relating to the Plan and the issuance of Common Stock thereunder; and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that:

The Company is a corporation in good standing under the laws of the Province of British Columbia.

The shares of Common Stock covered by the Registration Statement, when issued by the Company in the manner and for the consideration contemplated by the Plan, will be validly issued, fully paid and non-assessable.

A L IMITED L IABILITY P ARTNERSHIP OF C ORPORATIONS

We consent to the use of this opinion as an exhibit to the Registration Statement and to references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

This opinion is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and we express no opinion with respect to the laws of any other province, state or jurisdiction.

Very truly yours,

/s/ “Salley Bowes Harwardt LLP ”

Page 2.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Nicholas Financial, Inc. Equity Incentive Plan of our report dated June 29, 2006, with respect to the consolidated financial statements of Nicholas Financial, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended March 31, 2006, filed with the Securities and Exchange Commission.

/s/ Dixon Hughes PLLC

Atlanta, Georgia

May 24, 2007