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EXHIBIT 5.1
September 1, 2000
HA-LO Industries, Inc.
5980 West Touhy Avenue
Niles, Illinois 60714
Re: Post-Effective Amendment No. 1 to Registration Statements on Form
S-3
Gentlemen:
We have acted as counsel to HA-LO Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of Post-Effective Amendment No. 1 to the Company's Registration
Statements on Form S-3 listed on Schedule 1 hereto (the "Registration
Statements") relating to the sale from time to time by certain selling
stockholders of shares of Common Stock, $.001 par value per share ("Common
Stock"), of the Company registered on such Registration Statements.
As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for the
opinion hereafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the outstanding
shares of Common Stock which are the subject of the Registration Statements
are duly and validly issued, fully paid and non-assessable and the shares of
Common Stock which are the subject of the Registration Statements which will
be issued upon the conversion of convertible securities in accordance with
their terms, will, when issued, be duly and validly issued and fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements and to the reference to our firm under the heading
"Legal Matters" in the Prospectuses comprising a part of the Registration
Statements.
Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm, beneficially own shares of Common Stock.
The opinions expressed above are limited to the Delaware General
Corporation Law and the federal laws of the United States, and are limited to
the specific legal matters expressly addressed herein. No opinion is expressed
with respect to the laws of any other jurisdiction or any legal matter not
addressed herein. This opinion speaks only as of the date hereof and we
undertake no obligation to update this opinion.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
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SCHEDULE 1
Registration Nos. 333-00358;
333-49667; 333-19301;
333-43611; 333-36703;
333-32571; 333-28647;
333-27763; 333-26381;
333-49667; 333-58929;
333-65891; 333-69825;
333-72609; 333-75143;
333-85937; 333-91893;
333-94319; 333-36200;
333-42946
