<PAGE> 1
EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
November 29, 2000
John H. Harland Company
2939 Miller Road
Decatur, GA 30035
Re: John H. Harland Company -- Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for John H. Harland Company, a Georgia
corporation (the "Company"), 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. The Registration Statement relates
to 1,000,000 shares (the "Stock Option Plan Shares") of the Company's common
stock, par value $1.00 per share (the "Common Stock"), to be issued pursuant to,
or issued upon the exercise of options (the "Options") granted pursuant to the
John H. Harland Company 2000 Stock Option Plan (the "Stock Option Plan").
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
For purposes of this opinion, we have assumed the following: (i) the
Shares that may be issued pursuant to, or issued upon exercise of the Options
will continue to be duly authorized on the dates of such issuance and (ii) on
the date on which any Option is exercised, such Option will have been duly
executed, issued and delivered by the Company and will constitute the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.
The opinions expressed herein are 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.
<PAGE> 2
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
(a) The Shares are duly authorized; and
(b) When the Shares are issued pursuant to, or issued upon
exercise of the Options against payment therefor, as provided
in the Stock Option Plan, such Shares will be validly issued,
fully paid and nonassessable.
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 John H. Harland 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.
Very truly yours,
KING & SPALDING
