EXHIBIT 5.1
August 30, 2000
Board of Directors
Robinson Nugent, Inc.
800 East Eighth Street
Post Office Box 1208
New Albany, Indiana 47151-1208
Ladies and Gentlemen:
We have acted as counsel to Robinson Nugent, Inc., an Indiana corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") for the purposes of registering under the
Securities Act of 1933, as amended (the "Securities Act"), 1,000,000 of the
Company's authorized but unissued Common Shares (the "Common Shares") issuable
under the 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock
Option Plan, as amended (the "Plan").
In connection therewith, we have investigated those questions of law as we
have deemed necessary or appropriate for purposes of this opinion. We have also
examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for purposes of this opinion,
including:
1. The Company's Articles of Incorporation, together with all amendments
thereto;
2. The Bylaws of the Company, as amended to date;
3. Resolutions relating to the Plan and the Common Shares adopted by the
Company's Board of Directors (the "Resolutions");
4. A specimen certificate representing the Common Shares;
5. The Registration Statement; and
6. The Plan.
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We have also relied, without investigation as to the accuracy thereof, on other
certificates of, and oral and written communications from, public officials and
officers of the Company.
For purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostatic copies; (iii) that
the Common Shares will be issued pursuant to the terms of the Registration
Statement; (iv) that the Resolutions will not be amended, altered or superseded
prior to the issuance of the Common Shares; and (v) that no changes will occur
in the applicable law or the pertinent facts prior to the issuance of the Common
Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Common Shares to be issued pursuant
to the terms of the Plan are validly authorized and, when (a) the pertinent
provisions of the Securities Act and all relevant state securities laws have
been complied with and (b) the Common Shares have been delivered against payment
therefor as contemplated by the Registration Statement and the Plan, the Common
Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations of the Commission relating
thereto.
Very truly yours,
/S/ ICE MILLER
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