<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 21, 2000
Sharper Image Corporation
650 Davis Street
San Francisco, CA 94111
Re: Sharper Image Corporation - Registration Statement for
Offering of 3,147,107 Shares of Common Stock under the
2000 Stock Incentive Plan.
Dear Ladies and Gentlemen:
We have acted as counsel to Sharper Image Corporation, a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of 3,147,107 shares of the Company's common stock (the "Shares") for
issuance under the Company's 2000 Stock Incentive Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
and implementation of the Plan. Based on such review, we are of the opinion
that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to (a) the provisions of stock option
agreements duly authorized under the Plan and in accordance with the
Registration Statement, or (b) duly authorized direct stock issuances under the
Plan effected in accordance with the Registration Statement, such Shares will be
duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
