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EXHIBIT 5.0
[Squire, Sanders & Dempsey L.L.P. letterhead]
October 13, 2000
S2 Golf Inc.
18 Gloria Lane
Fairfield, New Jersey 07004
RE: S2 GOLF INC.
REGISTRATION STATEMENT ON FORM S-4
Gentlemen:
As outside counsel to S2 Golf Inc., a New Jersey corporation (the
"Company"), we have acted as counsel for the Company in connection with the
preparation of the subject registration statement (the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, to register the public offering of 1,000,000
shares of the common stock, par value $0.01 per share, of the Company (the "S2
Golf Common Shares"), to be issued in connection with a proposed merger of
Ladies Golf Equipment Company, Inc., a Florida corporation ("Ladies Golf"), with
and into S2 Golf Acquisition Corp., a New Jersey corporation and a wholly-owned
subsidiary of the Company ("Acquisition Corp.") pursuant to the Agreement and
Plan of Reorganization, dated as of September 22, 2000, among the Company,
Acquisition Corp., Ladies Golf, James E. Jones and Brian Christopher (the
"Reorganization Agreement"). In this connection, we have reviewed the
Registration Statement, the Company's Articles of Incorporation, as amended, and
Bylaws, as amended, the Reorganization Agreement, and certain records of the
Company's corporate proceedings as reflected in its minute and stock books. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
In our opinion, the S2 Golf Common Shares to be issued by the Company
as described in the Registration Statement (when and to the extent issued in
accordance with the Reorganization Agreement) will be legally issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.0 to the
Registration Statement and to any references to the opinion in the Registration
Statement. In giving
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October 13, 2000
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such consent, we do not thereby admit that we are acting within the category of
persons whose consent is required under Section 7 of the Act and the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Squire, Sanders & Dempsey L.L.P.
