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EXHIBIT 5.1
December 6, 2000
Digital Biometrics, Inc.
5600 Rowland Road
Minnetonka, Minnesota
RE: REGISTRATION STATEMENT ON FORM S-4
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Gentlemen:
We have acted as counsel to Digital Biometrics, Inc., a corporation
organized under the laws of the State of Delaware (the "Company") in connection
with the preparation of a registration statement on Form S-4 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on December 6, 2000 and relating to the registration under the
Securities Act of 1933, as amended (the "1933 Act") of 6,350,000 shares of the
Company's common stock, $.01 par value, to be issued by the Company (the
"Shares") as described in the Registration Statement.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.
In connection with the rendering of this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Certificate of
Incorporation and the Bylaws of the Company, as amended, each as currently in
effect; (iii) certain resolutions adopted by the Board of Directors of the
Company relating to the issuance of the Shares, the preparation and filing of
the Registration Statement and certain related matters; (iv) certain agreements,
certificates of public officials, certificates of other officers or
representatives of the Company or others; and (v) such other documents,
certificates and records as we deemed necessary or appropriate as a basis for
the opinions expressed herein.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the
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conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinions expressed herein which we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
We are attorneys licensed to practice in the State of Minnesota and the
opinions expressed herein are limited to the laws of the State of Minnesota, the
General Corporation Law of the State of Delaware and the Federal securities laws
of the United States.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that:
(1) The Company is a validly existing corporation in good
standing under the laws of the State of Delaware.
(2) The Shares have been duly authorized and, when issued as
contemplated by the Registration Statement, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our name under the
caption "Legal Matters" in the prospectus filed as part of the Registration
Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement and, except as provided in the immediately preceding
paragraph, is not to be used, circulated, quoted for any other purpose or
otherwise referred to or relied upon by any other person without the express
written permission of this firm.
Very truly yours,
/s/ MASLON EDELMAN BORMAN & BRAND, LLP
