Exhibit 5.1
Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
June 12, 2000
Shuffle Master, Inc.
10901 Valley View Road
Eden Prairie, Minnesota 55344
Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Shuffle Master, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the sale of up to 485,000 shares of the Company's
Common Stock (the "Shares") upon exercise of stock options (collectively, the
"Options") issued or issuable pursuant to the Shuffle Master, Inc. 1993 Stock
Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Plan, as amended, the
Company's Articles of Incorporation, as amended, the Company's Bylaws and such
other records, documents, certificates, memoranda and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that:
The Shares of Common Stock of the Company to be issued upon the exercise of the
Options are validly authorized and, assuming (a) the Shares of Common Stock
issuable will be validly authorized on the dates of exercise, (b) the Plan, as
amended, will have been duly executed, issued and delivered and will constitute
the legal, valid and binding obligations of the Company, and will (subject to
applicable bankruptcy, insolvency and other laws affecting the enforceability of
creditors' rights generally) be enforceable as to the Company in accordance with
its terms, (c) no change occurs in the applicable law or the pertinent facts
after the date of this letter, when (d) the pertinent provisions of applicable
state and federal securities laws as may be applicable have been complied with,
and (e) the Options are exercised in accordance with the terms of the Plan, the
Shares of Common Stock issuable will be validly issued, fully paid and
nonassessable.
This opinion is intended solely for your benefit and is not to be made available
to or be relied upon by any other person, firm or entity without our prior
written consent.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Larkin, Hoffman, Daly & Lindgren, Ltd.
LARKIN, HOFFMAN, DALY & LINDGREN, Ltd.
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