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EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
November 30, 2000
John H. Harland Company
2939 Miller Road
Decatur, Georgia 30035
Re: Obligations to Pay Deferred Compensation pursuant to the
John H. Harland Company Deferred Compensation Plan
Ladies and Gentlemen:
We have acted as counsel for John H. Harland Company, a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of $10,000,000 of obligations of the Company
(the "Obligations") to pay deferred compensation pursuant to the terms of the
John H. Harland Company Deferred Compensation Plan, effective as of January 1,
2001 (the "Plan").
In our capacity as such counsel, we have reviewed the Plan. We have
also reviewed such matters of law and examined original, certified, conformed or
photographic copies of such other documents, records, agreements and
certificates as we have deemed necessary as a basis for the opinions hereinafter
expressed. In such review we have assumed the genuineness of signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
copies submitted to us as certified, conformed or photographic copies of such
documents.
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the State of Georgia and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
1. The Obligations have been duly authorized; and
2. When issued in accordance with the provisions of the Plan, the
Obligations will be valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
or affecting the enforcement of creditors' rights generally,
and general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or law).
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 to be filed by the Company and to the
references to us in such registration statement.
Very truly yours,
KING & SPALDING
