Exhibit 5.1
Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
June 6, 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 94,000 shares of the Company's
Common Stock (the "Shares") upon exercise of stock options (collectively, the
"Options") issued pursuant to a Nonqualified Stock Option Agreement made
effective the 24th day of October, 1997, between Shuffle Master, Inc. and John
G. Breeding (the "NOA").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the NOA, 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 NOA 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 NOA, 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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