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EXHIBIT 5.1
OPINION OF MICHAEL BEST & FRIEDRICH LLP
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Mr. James L. Dorman
Geographics, Inc.
1555 Odell Road
Blaine, WA 98231
Re: Registration Statement on Form S-8
Dear Mr. Dorman:
We have acted as special counsel for Geographics, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of up to 4,500,000 shares of the Company's common stock, no
par value ("Common Stock"), issuable upon exercise of certain stock options (the
"Plan Awards") that may be issued pursuant to the Geographics, Inc. 1999 Stock
Option Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Articles of Incorporation
of the Company, as currently in effect; (iii) the Amended and Restated By-Laws
of the Company, as currently in effect; (iv) the Plan; and (v) resolutions of
the Board of Directors of the Company relating to, among other things, the
reservation of issuance of the Common Stock, the filing of the Registration
Statement and the approval of the Plan. We have also examined such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
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 certified or photostatic copies and the authenticity of the
originals of such latter documents. We have also assumed that the Company's
Board of Directors, or a duly authorized committee thereof, will have approved
the issuance of each Plan Award prior to the issuance thereof. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that all
shares of Common Stock issued pursuant to the Plan will be, upon exercise or
grant of Plan Awards in accordance with the terms of the Plan and, if
applicable, payment of the specified exercise price therefor and the expiration
of the specified vesting, restricted or performance period, legally issued,
fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the Act.
Sincerely,
MICHAEL BEST & FRIEDRICH LLP
/s/ Michael Best & Friedrich LLP
