Squire, Sanders & Dempsey L.L.P.
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Phone: (602) 528-4000
Facsimile: (602) 253-8129
August 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This firm is counsel for SkyMall, Inc., a Nevada corporation (the
"COMPANY"). As such, we are familiar with the Certificate of Incorporation, as
amended, and the Bylaws, as amended, of the Company, as well as resolutions
adopted by its Board of Directors authorizing the issuance and sale of 2,679,292
shares of the Company's common stock, par value $.001 per share (the "COMMON
STOCK"), including 179,813 shares of Common Stock issuable upon exercise of
outstanding Warrants (the "WARRANTS"), which are the subject of a Registration
Statement on Form S-3 (the "REGISTRATION STATEMENT") under the Securities Act of
1933, as amended (the "1993 Act").
We also have examined all instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness and authority of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based on such examination, we are of the opinion that, of the 2,679,292
shares of Common Stock, 2,483,000 shares have been validly issued and are fully
paid and nonassessable, and that upon receipt by the Company of the
consideration provided for upon exercise of the Warrants, the Common Stock, when
issued in compliance with the Warrants, will be validly issued, fully paid and
nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is part of the Registration Statement and we hereby consent
to the use of our name in such Registration Statement. We further consent to the
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Securities and Exchange Commission August 14, 2000
Page 2
filing of this opinion as Exhibit 5.1 to the Registration Statement and with the
state regulatory agencies in such states as may require such filing in
connection with the registration of the Common Stock for offer and sale in such
states.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY L.L.P.
