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EXHIBIT 5.1
Friedlob Sanderson Paulson & Tourtillott, LLC
1400 Glenarm Place, Suite 300
Denver, Colorado 80202-5099
June 5, 2000
Board of Directors
ImaginOn, Inc.
1313 Laurel Street
San Carlos, California 94070
Re: Registration Statement on Form S-8
Opinion of Counsel
Gentlemen:
As counsel for ImaginOn, Inc. (the "Corporation"), a Delaware
corporation, we have examined the Certificate of Incorporation, the Bylaws and
Minutes of the Corporation and such other corporate records, documents and
proceedings, and have considered such questions of law as we deemed relevant for
the purpose of this opinion. We have also, as such counsel, examined the
Corporation's Registration Statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission today or shortly
thereafter, covering the sale of an aggregate of up to 2,500,000 shares (the
"Shares") of the Corporation's common stock including shares underlying stock
options that may be issued or granted under the terms of the 1999 Equity
Incentive Plan of the Corporation (the "Plan") as described in and in accordance
with the terms of the Registration Statement.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plan, including upon exercise of any options in
accordance with their terms, will be duly and validly issued as fully paid and
non-assessable shares of common stock of the Corporation.
We hereby consent to the use of our name in such Registration Statement
and to the filing of this opinion as Exhibit 5.1 thereto. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
Friedlob Sanderson Paulson & Tourtillott, LLC
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