EXHIBIT 5.1
Briggs and Morgan
Professional Association
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
October 30, 2000
Writer's Direct Dial Number: Writer's E-Mail Address:
(612) 334-8489 [email protected]
Mesaba Holdings, Inc.
7501 26th Avenue South
Minneapolis, MN 55450
Re: Mesaba Holdings, Inc.
2000 Stock Incentive Plan
Registration Statement on Form S-8
Gentlemen:
In connection with the registration on Form S-8 under the Securities
Act of 2,137,475 shares of common stock, $.01 par value (the "Shares"), of
Mesaba Holdings, Inc. (the "Company") issuable under the Company's 2000
Stock Incentive Plan (the "Plan"), we have examined such documents and have
reviewed such questions of law as we have considered necessary and
appropriate for the purposes of this opinion and, based thereon, we advise
you that, in our opinion the Shares have been duly authorized by the Company
and when duly executed and authenticated and paid for and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By /s/ Christopher C. Cleveland
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Christopher C. Cleveland
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