Exhibit 5
Opinion and Consent of Brobeck, Phleger & Harrison LLP
November 3, 2000
Electronics For Imaging, Inc.
303 Velocity Way
Foster City, California 94404
Re: Electronics For Imaging, Inc. Registration Statement for Offering of
1,020,783 Shares of Common Stock on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Electronics For Imaging, Inc., 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 1,020,783 shares of the Company's common stock (the "Shares")
reserved for issuance under the Splash Technology Holdings, Inc. 1996 Stock
Option Plan, as assumed by the Company (the "Splash 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. In
preparing this opinion, we have relied for certain factual matters upon a
certificate of an officer of the Company.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the assumption of
the Splash Plan and the options outstanding thereunder in connection with the
Company's acquisition of Splash Technology Holdings, Inc. Based on such review,
we are of the opinion that if, as and when the Shares are issued and sold (and
the consideration therefor received) pursuant to the provisions of option
agreements for the outstanding options assumed under the Splash Plan and 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 Splash Plan, or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
