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EXHIBIT 5.1
June 20, 2000
ImageX.com, Inc.
10800 N.E. 8th Street, Suite 200
Bellevue, WA 98004
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 1,700,000 additional shares
of the Company's common stock, par value $.01 per share (the "Common Stock"),
which may be issued pursuant to the ImageX.com, Inc. Amended and Restated 1996
Stock Incentive Compensation Plan (the "Incentive Compensation Plan").
In rendering this opinion letter, we have relied as to matters of material
fact upon the representations of members of the Company's management; however,
we have no reason to believe that any such representations are incorrect or
incomplete. We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies and the authenticity of the
originals of such copies. In connection with this letter, we have concerned
ourselves solely with the application of the laws of the State of Washington and
the laws of the United States, and no opinion is expressed herein concerning the
possible effects of the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
additional 1,700,000 shares of Common Stock that may be issued pursuant to the
Incentive Compensation Plan have been duly authorized and that, upon the
issuance of the additional 1,700,000 shares of Common Stock under the terms of
the Incentive Compensation Plan, such additional shares shall be validly issued,
fully paid and nonassessable.
The opinions contained in this letter are given as of the date hereof, and
we render no opinion as to any matter brought to our attention subsequent to the
date hereof. We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, including any prospectus constituting a
part thereof, and in any amendment thereto.
Very truly yours,
/s/ LANE POWELL SPEARS LUBERSKY LLP
LANE POWELL SPEARS LUBERSKY LLP
