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Exhibit 5
August 16, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Franklin Electronic Publishers, Incorporated
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Ladies/Gentlemen:
I am General Counsel to Franklin Electronic Publishers, Incorporated (the
"Company") and a member in good standing of the bar of the Supreme Court of the
Commonwealth of Pennsylvania. I refer to the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission with respect to the
registration under the Securities Act of 1933, as amended, of shares (the
"Shares") of the Company's Common Stock, no par value, for issuance under the
Company's Amended and Restated 1998 Stock Option Plan (the "Option Plan").
I have examined such documents, legal opinions and precedents, corporate and
other records of the Company and certificates of public officials and officers
of the Company as I have deemed necessary or appropriate to provide a basis for
the opinions set forth below.
Based upon and subject to the foregoing, it is my opinion that upon issuance of
the Shares upon the exercise of options granted or to be granted under the
Option Plan and upon payment of the exercise price, the Shares will be validly
issued, fully paid and non-assessable.
I consent to the use of this opinion as Exhibit 23(b) to said Registration
Statement.
Very truly yours,
/s/ Gregory J. Winsky
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Gregory J. Winsky, Esq.
Senior Vice President
General Counsel
