ATTORNEYS AT LAW
4365 Executive Drive
Suite 1100
San Diego, CA
92121-2128
Main 858 550-6000
Fax 858 453-3555
www.cooley.com
CHRISTOPHER J. KEARNS
858 550-6049
[email protected]
August 17, 2000
Hot Topic, Inc.
18305 E. San Jose Avenue
City of Industry, California 91748
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Hot Topic, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 950,000 shares of the Company's Common
Stock, $.001 par value, (the "Shares") pursuant to its 1996 Equity Incentive
Plan (the "Plan") including 114,171 shares issuable pursuant to outstanding
stock options under the Plan and 835,829 additional shares available for grant
under the Plan.
In connection with this opinion, we have examined the Registration Statement,
the Plan, your Certificate of Incorporation and By-laws, as amended, and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the Plan and the options granted thereunder, will be validly issued,
fully paid, and nonassessable (except as to shares that may be issued pursuant
to deferred payment arrangements, if any, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/S/ Christopher J. Kearns
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Christopher J. Kearns
