EXHIBIT 5.1
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
August 11, 2000
Engineering Animation, Inc.
2321 North Loop Drive
Ames, IA 50010
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Engineering Animation, Inc., a Delaware
corporation (the "Corporation"), in connection with the filing of a Registration
Statement on Form S-8 by the Corporation under the Securities Act of 1933, as
amended (the "Registration Statement"), which Registration Statement registers
435,000 shares of Common Stock of the Corporation, par value $.01 per share
("Common Stock"), reserved for issuance upon the exercise of options issuable
pursuant to the Engineering Animation, Inc. 1997 Non-Qualified Stock Option
Plan, as amended (the "Plan"). In that capacity, we have reviewed the
Certificate of Incorporation and Bylaws of the Corporation, both as amended to
date, the Registration Statement, the Plan, the originals or copies of corporate
records reflecting the corporate action taken by the Corporation in connection
with the approval of the Plan and the issuance of the shares of Common Stock
under the Plan and such other instruments as we have deemed necessary for the
issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock
to be offered under the Plan has been duly authorized by all requisite action on
the part of the Corporation and, when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/S/ GARDNER, CARTON & DOUGLAS
