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EXHIBIT 5.1
LISA R. CARSTARPHEN
VICE PRESIDENT - LEGAL AFFAIRS
[email protected]
June 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Opinion of Counsel for Registration Statement on Form S-8 of
2000 Stock Option Plan for Applica Incorporated
Dear Ladies and Gentlemen:
On the date hereof, Applica Incorporated, a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
1,000,000 shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), pursuant to stock options ("Options") granted or to be granted
under the Company's 2000 Stock Option Plan, as amended (the "2000 Plan").
A BASIS OF OPINION
As the basis for the opinions expressed herein, I have relied upon
originals or copies of the following documents:
1. The Company's Second Amended and Restated Articles of
Incorporation, Amended and Restated Bylaws and corporate minute books.
2. The 2000 Plan.
3. The Registration Statement.
4. Such other documents, instruments, certificates and
matters of law as I have considered necessary or
appropriate for the expression of the opinions
contained herein.
For purposes of this opinion letter, the documents and information
referred to above are herein collectively referred to as the "Documents".
B. OPINIONS
Based upon my examination and consideration of the Documents and in
reliance thereon, and subject to the comments, assumptions, limitations,
qualifications and exceptions set forth below, I am of the opinion that:
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1. The Company presently has available shares of
authorized and unissued Common Stock from which the 1,000,000 shares of Common
Stock proposed to be sold pursuant to the exercise of Options granted under the
2000 Plan may be issued; and
2. Assuming that the Company maintains an adequate
number of authorized but unissued shares of Common Stock available for issuance
to those persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the 2000 Plan, the shares of Common Stock
issued pursuant to the exercise of Options granted under and in accordance with
the terms of the 2000 Plan will be duly and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit that I come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
C. COMMENTS, ASSUMPTIONS, LIMITATIONS, QUALIFICATIONS AND
EXCEPTIONS
The opinion expressed above is based upon and subject to, the further
comments, assumptions, limitations, qualifications and exceptions set forth
below:
1. I am licensed to practice law only in the State of
Florida and do not hold myself out to be an expert on the laws of any
jurisdiction other than the State of Florida and the United States of America.
Accordingly, the opinions expressed herein are specifically limited to the laws
of the State of Florida, and the federal law of the United States.
2. This opinion letter is limited to the matters stated
herein and no opinions may be implied or inferred beyond the matters expressly
stated herein.
3. I am an employee of the Company and am executing and
delivering this opinion letter only in such capacity and I shall not have any
personal liability for the opinions expressed herein.
Sincerely,
/s/ Lisa R. Carstarphen
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Lisa R. Carstarphen
Vice President - Legal Affairs
