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EXHIBIT 5
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
September 26, 2000
Outlook Group Corp
1180 American Drive
Neenah, Wisconsin 54956
Re: Outlook Group Corp.
1999 Stock Option Plan
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Outlook Group Corp. (the "Company") on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed sale by the Company of up to 200,000
additional shares of Common Stock, par value $.01 per share ("Shares"), of the
Company pursuant to the Outlook Group Corp. 1999 Stock Option Plan, as amended
(the "Plan").
We have examined: (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Amended and Restated Bylaws, each as
amended to date; (iii) the Plan; (iv) the corporate proceedings relating to the
authorization for the sale of the Shares pursuant to the Plan; and (v) such
other documents and records and such matters of law as we have deemed necessary
in order to render this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan
which are original issuance shares, when issued and paid for
as contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid and nonassessable by the
Company, subject to the personal liability which may be
imposed on shareholders by Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, as judicially interpreted,
for debts owing to employees for services performed, but not
exceeding six months service in any one case. Although Section
180.0622(2)(b) provides that such personal liability of
shareholders shall be "to an amount equal to the par value of
shares owned by them respectively, and to the consideration
for which their shares without par value was issued," the
Wisconsin Supreme Court, by a split decision without a written
opinion, has affirmed a judgment holding shareholders of a
corporation liable under the substantially identical
predecessor statute in effect prior to January 1, 1991
(Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares
were issued rather than the shares' lower stated par value.
Local 257 of Hotel and Restaurant Employees and Bartenders
International Union v. Wilson Street East Dinner Playhouse,
Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the
1983 decision of the Circuit Court for Dane County, Wisconsin,
in Case No. 82-CV- 0023. The Supreme Court subsequently
overruled this case on other grounds.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY LLP
