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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
July 14, 2000
Saucony, Inc.
13 Centennial Drive
Peabody, MA 01960
Re: 1993 Equity Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on the date hereof with the
Securities and Exchange Commission (the "Commission") relating to an aggregate
of 250,000 shares of Class A common stock, $.33-1/3 par value per share and
750,000 shares of Class B common stock, $.33-1/3 par value per share
(collectively, the "Shares"), of Saucony, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1993 Equity Incentive Plan (the
"Plan").
We have examined the Certificate of Incorporation and the By-Laws of the
Company, each as amended to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such latter documents and the legal competence of all signatories to such
documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
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We express no opinion herein as to the laws of any state or jurisdiction
other than the General Laws of the Commonwealth of Massachusetts and the federal
laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement, as described in the Registration Statement, and that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act"). In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
David E. Redlick, a partner of this firm, is Clerk of the Company.
Very truly yours,
/s/ Hale and Dorr LLP
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Hale and Dorr LLP
