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[MORRISON & FOERSTER LLP LETTERHEAD]
FORM OF OPINION
EXHIBIT 5.1
August 17, 2000
Emerald--Delaware, Inc.
111 SW 5th Avenue, 27th Floor
Portland, OR 97204
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 initially filed
by Emerald--Delaware, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on February 16, 2000 (Registration No.
333-30574), Amendment No. 1 thereto filed on April 10, 2000 and Amendment No. 2
thereto filed on August 17, 2000 (collectively the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended, of up
to 4,000,000 authorized but unissued shares of the Company's Common Stock,
$0.001 par value per share, being offered by the Company (and up to an
additional 600,000 outstanding shares that may be sold by a selling stockholder
upon exercise of the underwriters' over-allotment option) (collectively, the
"Shares"). The Shares are to be sold to the underwriters named in the
Registration Statement for resale to the public.
As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the issuance and sale of the Shares by the Company
and the selling stockholder.
We are of the opinion that the 4,000,000 Shares to be offered and sold
by the Company have been duly authorized and, when issued and sold by the
Company in the manner described in the Registration Statement, and any
amendments thereto, will be legally issued, fully paid and
nonassessable; and the 600,000 Shares that may be sold by the selling
stockholder upon exercise of the over-allotment option have been duly authorized
and issued, and are fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
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Morrison & Foerster LLP
