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EXHIBIT 5.1
August 11, 2000
Callaway Golf Company
2285 Rutherford Road
Carlsbad, California 92008-8815
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have prepared the Registration Statement on Form S-8 ("Registration
Statement") to be filed by Callaway Golf Company, a Delaware corporation ("the
Company"), with the Securities and Exchange Commission on or about the date
hereof in connection with the registration of (i) 500,000 shares of the
Company's Common Stock, par value $.01 per share, which may be issued to
non-employee directors under the Non-Employee Directors Stock Option Plan and
(ii) an additional 3,000,000 shares of the Company's Common Stock, par value
$.01 per share, which may be issued to eligible employees under the Company's
Amended and Restated 1996 Stock Option Plan. In connection with said
registration, I have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and proposed issuance of the Common Stock,
the Certificate of Incorporation of the Company and the Bylaws of the Company.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.
I am opining herein as to the effect on the subject transaction only of the
General Corporation Law of the State of Delaware, and I express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or any other laws, or as to any matters of municipal law or
the laws of any other local agencies within the state.
Subject to the foregoing, upon completion of the proceedings being taken or
contemplated by the Company to be taken prior to the issuance and sale of the
aforesaid shares pursuant to the aforesaid plans, and upon completion of the
proceedings being taken in order to permit such transactions to be carried out
in accordance with the applicable securities laws, the aforesaid shares, when
issued and sold in the manner referred to in the aforesaid plans and the
Registration Statement, will be legally and validly issued, fully-paid and
non-assessable.
I hereby consent to filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ BRIAN P. LYNCH
Brian P. Lynch
Senior Corporate Counsel
