<PAGE> 1
EXHIBIT 5
[Letterhead]
Tuesday, November 14, 2000
Printronix, Inc.
14600 Myford Road
P.O. Box 19559
Irvine, California 92623-9559
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission to register an aggregate of 300,000
shares of common stock, $.01 par value (the "Common Stock") of Printronix, Inc.,
a Delaware corporation (the "Company") to be issued pursuant to the Company's
1994 Stock Incentive Plan (the "Plan").
In rendering this opinion, we have made such inquiries and examined,
among other things, originals or copies, certified or otherwise identified to
our satisfaction, of such records, agreements, certificates, instruments and
other documents as we have considered necessary or appropriate for purposes of
this opinion. For the purposes of our examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us. We have examined the
proceedings heretofore taken and are familiar with the procedures proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Common Stock.
On the basis of and relying upon the foregoing examination and
assumptions, we are of the opinion that the shares of Common Stock issuable
pursuant to the Plan, when issued and paid for in accordance with the
Registration Statement and the Plan, will be validly issued, fully paid and
nonassessable.
This opinion is limited to the present law of the State of Delaware, to
the present federal laws of the United States and to the present judicial
interpretations thereof and to the facts as they presently exist. No opinion is
expressed by us as to the effect of the laws of any other jurisdiction or as to
matters of conflict or choice of law. We undertake no obligation to advise you
as a result of developments occurring after the date hereof or as a result of
facts or circumstances brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
KIRSHMAN, HARRIS & BRANTON
