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EXHIBIT 5.1
September 1, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: HA-LO Industries, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to HA-LO Industries, Inc., a Delaware corporation (the
"Company"), and in such capacity we have assisted in the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1993, as
amended, of the Company's Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance from time to time by the Company of up to
10,000,000 shares of the Company's common stock, $.001 par value per share (the
"Common Stock"), pursuant to the HA-LO Industries, Inc. 2000 Stock Option Plan
(the "Plan").
As such counsel, we have examined the Plan, the Company's Certificate
of Incorporation, as amended, the Bylaws of the Company, the minute books of the
Company and such other papers, documents and certificates of public officials
and certificates of officers of the Company as we have deemed relevant and
necessary as the basis for the opinions hereinafter 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 on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Company of up to 10,000,000
shares of Common Stock pursuant to the Plan 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 the Plan, the shares
of Common Stock available for issuance under the Plan 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 Statement.
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
