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EXHIBIT 5.1
Bartlit Beck Herman Palenchar & Scott
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DENVER OFFICE
1899 WYNKOOP STREET
DENVER, CO 80202
TELEPHONE: (303) 592-3100
FACSIMILE: (303) 592-3140
CHICAGO OFFICE
COURTHOUSE PLACE
54 WEST HUBBARD STREET
CHICAGO, IL 60610
TELEPHONE: (312) 494-4400
FACSIMILE: (312) 494-4440
December 6, 2000
Gaiam, Inc.
360 Interlocken Blvd., Suite 300
Broomfield, Colorado 80021
Re: Gaiam, Inc. Registration Statement on Form S-4 (No. 333-50560)
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Ladies and Gentlemen:
We have acted as counsel to Gaiam, Inc., a Colorado corporation (the
"Company"), in connection with the preparation of the Company's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Registration Statement") on November 22, 2000, as amended, covering the
registration of 481,424 shares of the Company's Class A common stock, $0.0001
par value per share (the "Shares"), to be issued pursuant to the provisions of
the Merger Agreement between the Company and Real Goods Trading Corporation
dated October 13, 2000 (the "Merger Agreement").
In connection with this opinion, we have examined and relied upon the
Registration Statement and the related Proxy Statement/Prospectus, the Merger
Agreement, the Company's Articles of Incorporation and Bylaws and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. 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.
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Based upon the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that,
assuming that the Registration Statement shall have become effective pursuant to
the provisions of the Securities Act of 1933, as amended, the Shares, when
issued in accordance with the Merger Agreement, the Registration Statement and
the applicable related Proxy Statement/Prospectuses, will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Registration Statement and related Proxy Statement/Prospectus.
Very truly yours,
/s/ Bartlit Beck Herman Palenchar & Scott
