<PAGE> 1
Exhibit 5
August 11, 2000
HYPERCOM CORPORATION
2851 West Kathleen Road
Phoenix, Arizona 85023
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the Hypercom
Corporation 2000 Broad-Based Stock Incentive Plan (the "Plan") of up to
5,000,000 shares of the Registrant's Common Stock, $0.001 par value (the "Plan
Shares"), as contemplated in the Registration Statement on Form S-8 and the
Exhibits thereto to be filed by the Registrant with the Securities and Exchange
Commission (the "SEC"), under the Securities Act of 1933, as amended, on August
7, 2000 (the "Registration Statement"). It is our opinion that:
1. The Registrant has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.
2. The Plan Shares, when issued and sold in accordance with the
terms of the Plan, will be legally issued, fully paid, and
non-assessable.
In rendering this opinion, we have reviewed and relied upon such
documents and records of the Registrant as we have deemed necessary and have
assumed the following:
(i) the genuineness of all signatures and the authenticity of
documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as copies;
(ii) the accuracy, completeness, and genuineness of all
representations and certifications with respect to factual matters, made to us
by officers of the Registrant and public officials; and
(iii) the accuracy and completeness of Registrant's records.
The opinions expressed herein are limited solely to the laws of the
State of Delaware. We express no opinion on the laws of any other jurisdiction
or the applicability or effect of any such laws or principles.
<PAGE> 2
HYPERCOM CORPORATION
August 11, 2000
Page 2
The opinions expressed herein are based upon the law and other matters
in effect on the date hereof, and we assume no obligation to revise or
supplement this opinion should such law be changed by legislative action,
judicial decision, or otherwise, or should any facts or other matters upon which
we have relied be changed.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
