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EXHIBIT 5.1
[Letterhead of Freehills]
18 December 2000 Our ref Rick Narev
Phone 02 9225 5604
Email [email protected]
File no 104616
Doc no SYDCP\00370002.4
Barbeques Galore Limited
327 Chisholm Road
AUBURN NSW 2144
AUSTRALIA
Ladies and Gentlemen
REGISTRATION STATEMENT ON FORM S-8
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on the date hereof (the REGISTRATION
STATEMENT), in connection with the registration under the Securities Act of
1933, as amended (the ACT), of 272,502 ordinary shares, of Barbeques Galore
Limited, a corporation registered under the national Corporations Law of
Australia (the COMPANY) issuable under the Company's 1997 Share Option Plan (the
1997 PLAN).
We have examined a copy of the Constitution of the Company, as amended,
certified as a true copy by the secretary of the Company on 15 December
2000. We have assumed that there have been no amendments to the Constitution
subsequent to the certification by the secretary of the Company on 15 December
2000.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents presented to us as copies of originals, the
conformity to the originals of all documents presented to us as copies, the
authenticity of the originals of such latter documents and that there have not
been, nor will there be any other actions of the Company, its directors,
shareholders or creditors or of any other person or body or authority,
governmental or non-governmental which alters, supersedes or overrides the
effect on its face of the Constitution.
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Based upon the foregoing, we are of the opinion that, as a matter of Australian
law, and assuming that upon valid exercise of any options the board of directors
resolves to issue the relevant shares in accordance with the Constitution of the
Company, then when such shares have been issued and sold pursuant to the
applicable provisions of the 1997 Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and non-assessable
ordinary shares of the Company. This opinion may be relied upon exclusively by
you, and may not be relied upon by any other person without our prior written
consent.
This opinion is confined to matters of Australian law only. In particular, we
are not qualified to, nor do we express any opinion on the effectiveness of any
action under, nor as to any question of compliance with, any United States
Federal or state law or requirement of any regulatory body.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name whenever appearing in the
Registration Statement and any amendment thereto. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commissioner thereunder.
Yours faithfully
FREEHILLS
/s/ Rick Narev
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RICK NAREV
Partner
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