Exhibit 5.1
DORSEY & WHITNEY LLP
MINNEAPOLIS PILLSBURY CENTER SOUTH BILLINGS
NEW YORK 220 SOUTH SIXTH STREET GREAT FALLS
SEATTLE MINNEAPOLIS, MINNESOTA 55402-1498 MISSOULA
DENVER TELEPHONE: (612) 340-2600 BRUSSELS
WASHINGTON, D.C. FAX: (612) 340-2868 FARGO
DES MOINES HONG KONG
ANCHORAGE ROCHESTER
LONDON SALT LAKE CITY
COSTA MESA VANCOUVER
E. W. Blanch Holdings, Inc.
500 North Akard, Suite 4500
Dallas, Texas 75201
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to E. W. Blanch Holdings, Inc., a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 relating to the sale by the Company from time to time of up to 1,000,000
shares (the "Shares") of common stock, par value $.O1 per share, of the Company.
The shares will be issuable under the 2000 Stock Incentive Plan of E. W. Blanch
Holdings, Inc. (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
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DORSEY & WHITNEY LLP
E.W. Blanch Holdings, Inc.
June 30, 2000
Page 2
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, and any relevant agreements thereunder, will be
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Very truly yours,
/s/ Dorsey & Whitney LLP
GLT
