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EXHIBIT 5.1
August 2, 2000
HA-LO Industries, Inc.
5980 West Touhy Avenue
Niles, Illinois 60714
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to HA-LO Industries, Inc., an Illinois 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 the Company's Registration Statement on Form S-3 (the "Registration
Statement") relating to the proposed offering by certain selling shareholders of
3,333,567 shares of Common Stock, no par value ("Common Stock"), of the Company,
including not less than 497,492 shares and not more than 2,046,939 shares of
Common Stock issuable upon the conversion of the Company's Series A Convertible
Participating Preferred Stock, no par value ("Preferred Stock").
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 shares of
Common Stock which are the subject of the Registration Statement, when, as
applicable, issued upon the conversion of the shares of Preferred Stock in
accordance with the terms of the Preferred Stock, will be duly and validly
issued and will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus comprising a part of 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.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
