<PAGE> 1
EXHIBIT 5.1
[BLANCHARD, KRASNER & FRENCH LETTERHEAD]
June 2, 2000
PLANET POLYMER TECHNOLOGIES, INC.
9985 Businesspark Avenue
San Diego, CA 92131
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Planet Polymer Technologies, Inc. (the "Company")
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering up to 500,000 shares of
the Company's Common Stock, no par value (the "Shares"), pursuant to the
Company's 2000 Stock Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration
Statement, your Restated Articles of Incorporation, as amended, and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with: (i) the
Registration Statement; and (ii) the Plan will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT W. BLANCHARD
for BLANCHARD, KRASNER & FRENCH
