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EXHIBIT 5.1
December 11, 2000
Board of Directors
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, CO 80239
To the Board of Directors:
As counsel for Scott's Liquid Gold-Inc. (the "Company"), a Colorado
corporation, we have examined and are familiar with its Articles of
Incorporation, its Bylaws and its various corporate records and procedures
relating to its incorporation. We are also familiar with the procedures taken
by the Board of Directors of the Company to adopt the Scott's Liquid
Gold-Inc. 1998 Stock Option Plan (the "Plan"), effective November 9, 1998.
Pursuant to the December 4, 2000 amendment of the Plan increasing the number
of shares available to issue under the Plan (the "Amendment"), the Company
may issue and sell an additional 750,000 shares of its Common Stock (par
value $.10 per share), respectively, subject to possible adjustment, to
eligible employees of the Company and its subsidiaries. The resolution
adopting the Amendment specifically requires shareholder approval of the
Amendment within twelve months of its effective date. We also have examined
such other matters and have made such other inquiries as we deem relevant to
our opinions expressed below.
We are of the opinion that the total 750,000 shares of Common Stock of the
Company, when issued in accordance with the Plan after shareholder approval of
the Amendment, will be legally issued and validly outstanding shares of the
Common Stock of the Company, fully paid and non-assessable; provided, that the
consideration for each share is not less than the par value thereof.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Company's Registration Statement on
Form S-8 in connection with the Amendment.
Very truly yours,
/s/ Holland & Hart LLP
Holland & Hart LLP
