EXHIBIT 5.1
[LETTERHEAD OF RUDER, WARE & MICHLER, A LIMITED LIABILITY S.C.]
July 10, 2000
Plastics Mfg. Company
W190 N11701 Moldmakers Way
Germantown, WI 53022-8214
Ladies and Gentlemen:
We have acted as counsel to Plastics Mfg. Company (the "Company")
in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 200,000 shares of your common
stock (the "Shares"), reserved for issuance under the Employee Stock
Purchase Plan (the "Plan").
In connection with the delivery of this opinion, we have examined
originals or copies of the articles of incorporation, as amended, and
the bylaws, as amended, of the Company, the Registration Statement, the
Plan, certain resolutions adopted or to be adopted by the Board of
Directors, and such other records, agreements, instruments,
certificates, and other documents of public officials, the Company, and
its officers and representatives and have made such inquiries of the
Company and its officers and representatives, as we have deemed
necessary or appropriate in connection with the opinion set forth
herein. We are familiar with the proceedings heretofore taken, and
with the additional proceedings proposed to be taken, by the Company in
connection with the authorization, registration, issuance, and sale of
the Shares. With respect to certain factual matters material to our
opinion, we have relied upon representations from officers of the
Company. In making such examination and rendering the opinion set
forth below, we have assumed without verification the genuineness of
all signatures, the authenticity of all documents submitted to us as
originals, the authenticity of the originals of such documents
submitted to us as certified copies, the conformity to originals of
all documents submitted to us as copies, the authenticity of the
originals of such later documents, and that all documents submitted to
us as certified copies are true and correct copies of such originals.
Based on such examination and review, and subject to the foregoing,
we are of the opinion that the Shares, upon issuance, delivery and
payment therefor in the manner contemplated by the Registration
Statement and the Plan, will be duly authorized, validly issued,
fully paid, and non-assessable, subject, however, to the provision of
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Section 180.0622(2)(b) of the Wisconsin Statutes which provides that
stockholders of a Wisconsin corporation are liable up to the amount of
consideration paid for their shares for debts to employees for services
performed for a period of service not in excess of six months in any
one case.
We are members of the Bar of the State of Wisconsin, and we have
not considered, and we express no opinion as to, the laws of any
jurisdiction other than the laws of the United States of America and
the State of Wisconsin.
We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
RUDER, WARE & MICHLER,
A LIMITED LIABILITY S.C.
Ruder, Ware & Michler,
a Limited Liability S.C.
