FARGO ELECTRONICS INC
S-8, EX-5.1, 2001-01-09
COMPUTER PROGRAMMING SERVICES
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Exhibit 5.1


[Oppenheimer Wolff & Donnelly LLP Letterhead]

January 9, 2001

Fargo Electronics, Inc.
6533 Flying Cloud Drive
Eden Prairie, MN 55344

Re:   Fargo Electronics, Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

    We have acted as counsel to Fargo Electronics, Inc., a Delaware corporation (the "Company"), in connection with the registration by the Company of 250,000 shares (collectively, the "Shares") of the Company's common stock, $.01 par value per share, including the Series C Preferred Stock Purchase Rights attached thereto (the "Common Stock") issuable under the Company's 2001 Employee Stock Purchase Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 9, 2001.

    In acting as counsel for the Company and arriving at the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

    In connection with our examination, we have assumed the genuiness of all signatures, the authenticity of all documents tendered to us as originals, the legal capacity of all natural persons and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

    Based on the foregoing, and subject to the qualifications and limitations stated herein, it is our opinion that the Shares have been duly authorized and, when issued, delivered and paid for according to the Plan, will be legally issued, fully paid and nonassessable.

    We express no opinion with respect to laws other than those of the State of Delaware and the federal laws of the United States of America, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

    We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement.

    Very truly yours,

 

 

OPPENHEIMER WOLFF & DONNELLY LLP

 

 

/s/ Oppenheimer Wolff & Donnelly LLP



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