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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-8
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-8 listed on Schedule 1 hereto (the "Registration
Statements") relating to the issuance from time to time by the Company 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:
1. The issuance from time to time by the Company of the shares of
Common Stock which are the subject of such Registration Statements has
been duly and validly authorized by all necessary corporate action on
the part of the Company.
2. When issued and paid for in accordance with their terms, the shares
of Common Stock available for issuance will be duly and validly issued
and outstanding, fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to 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
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Registration Nos. 33-64878, 33-89820,
33-99946, 333-03928,
333-66849, 333-28361,
333-48961, 333-66849,
333-36236, 333-37470
