EXHIBIT 5.1
December 4, 2000
Inter-Con/PC, Inc.
7667 Equitable Drive, Suite 101
Eden Prairie, MN 55344
Re: OPINION OF COUNSEL AS TO LEGALITY OF 3,750,000 SHARES OF COMMON
STOCK TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 3,750,000 shares of Common Stock, no par
value per share, of Inter-Con/PC, Inc. (the "Company") offered to non-employee
directors and consultants pursuant to the Inter-Con/PC, Inc. 2000 Non-employee
Directors and Consultants Stock Plan, as amended, and the 1997 Director's Stock
Option Plan, as amended (collectively, the "Plans").
As counsel for the Company, we advise you that it is our opinion, based
on our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the 3,750,000 shares of Common Stock to be offered by
the Company under the Plans, will, when paid for and issued, be validly issued
and lawfully outstanding, fully paid and nonassessable shares of Common Stock of
the Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
