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Exhibit 5.1
November 20, 2000
ImaginOn, Inc.
1313 Laurel Street, Suite 1
San Carlos, CA 94070
Re: Registration Statement on Form S-3 - Opinion of Counsel
Gentlemen:
We are counsel for ImaginOn, Inc., a Delaware corporation ("ImaginOn"). In
that capacity we have examined the Certificate of Incorporation, as amended, the
Bylaws and minutes of ImaginOn and such other corporate records, documents,
certificates and other instruments as, in our judgment, we deemed relevant for
the purposes of this opinion. We have also, as such counsel, examined the
Registration Statement on Form S-3, Securities and Exchange Commission File No.
333-_______, (the "Registration Statement"), covering the issuance of ImaginOn's
shares of common stock, $.01 par value (the "Common Stock"), and the issuance of
Common Stock upon the conversion of ImaginOn's Series G 8% Convertible Preferred
Stock (the "Preferred Stock") and the subsequent resale of the Common Stock by
the Selling Securityholders.
Based upon the foregoing, we are of the opinion that (i) the shares of
Common Stock to be issued upon conversion of the Preferred Stock, in accordance
with the terms of the Preferred Stock, will be legally issued, fully paid and
non-assessable and (ii) the Common Stock to be sold by the Selling
Securityholders constitutes legally issued, fully paid and non-assessable shares
of Common Stock.
We know that we are referred to under the caption "Legal Matters" included
in the Prospectus forming a part of the Registration Statement. We hereby
consent to such use of our name in the 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, as amended, or the Rules
and Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Friedlob Sanderson Paulson & Tourtillott,
LLC
