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ST. LOUIS, MISSOURI BRYAN CAVE LLP LONDON, ENGLAND
WASHINGTON, D.C. TWO NORTH CENTRAL AVENUE RIYADH, SAUDI ARABIA
NEW YORK, NEW YORK SUITE 2200 KUWAIT CITY, KUWAIT
KANSAS CITY, MISSOURI PHOENIX, ARIZONA 85004-4406 ABU DHABI, UNITED ARAB EMIRATES
OVERLAND PARK, KANSAS (602) 364-7000 DUBAI, UNITED ARAB EMIRATES
SANTA MONICA, CALIFORNIA FACSIMILE: (602) 364-7070 HONG KONG
IRVINE, CALIFORNIA ASSOCIATED OFFICE IN SHANGHAI
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EXHIBIT 5.1
November 7, 2000
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, Arizona 85282
Re: Circuit Research Labs, Inc.: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Circuit Research Labs, Inc., an Arizona
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 1,182,500 shares
(the "Shares") of the Company's common stock, $0.10 par value (the "Common
Stock"), which may be issued from time to time upon purchase of the Shares by
contractual agreement, and upon the exercise of stock options granted by the
Company, pursuant to the Company's CJB Stock Option Plan (the "Plan"), which
Plan is set forth at Sections 3 and 4 of the Stock Purchase Agreement dated June
23, 1999, by and between Gary D. Clarkson, Charles Jayson Brentlinger and the
Company, and which Plan was subsequently amended by virtue of a one hundred
percent stock dividend duly authorized by the Company's board of directors and
effective as of August 15, 2000, payable to record holders of the Common Stock
as of July 31, 2000. The Shares are being registered pursuant to a registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission").
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents, including the Articles of
Incorporation and Bylaws of the Company, each as amended to date, as we have
deemed necessary to enable us to express the opinion set forth herein. In
addition, we have examined and relied on the originals or copies, certified or
otherwise identified to our satisfaction as conforming to the originals thereof,
of such other documents and corporate records of the Company and such other
instruments and certificates of public officials and other persons as we have
deemed appropriate. We have assumed the authenticity of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies, and the genuineness of all signatures on all
documents reviewed by us.
Based on the foregoing and subject to the limitations and
qualifications set forth herein, we are of the opinion that:
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Circuit Research Labs, Inc.
November 7, 2000
Page 2
The Shares of Common Stock to be issued by the Company pursuant to the
Registration Statement have been duly authorized, and upon issuance and delivery
in accordance with the terms of the Plan will be duly and validly issued and
fully paid and nonassessable.
This opinion is limited to the Arizona Business Corporation Act and the
present federal laws of the United States and to the facts as they presently
exist. We hereby consent to references to our firm under the caption "Legal
Matters" in any prospectus included by incorporation by reference into the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
BRYAN CAVE LLP
