Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone: 612-347-7000
Fax: 612-347-7077
EXHIBIT 5.1
September 11, 2000
Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, California 95131
Re: EXHIBIT 5.1 to Registration Statement on Form S-3
Ladies/Gentlemen:
We are acting as corporate counsel to Bell Microproducts Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Act") of 750,000
shares of the Company's Common Stock (the "Shares") which may be acquired and
offered for sale upon the exercise of an outstanding stock purchase warrant (the
"Warrant").
In acting as such counsel for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:
1. The Company's Amended and Restated Articles of Incorporation,
as amended.
2. The Company's Amended and Restated Bylaws.
3. Certain corporate resolutions of the Company's Board of
Directors pertaining to the issuance of the Warrant by the
Company.
4. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Company's Articles of Incorporation validly authorize the
issuance of the Shares registered pursuant to the Registration Statement.
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2. Upon exercise or conversion in accordance with the terms and
conditions of the Warrant, the Warrant Shares to be sold by the selling
shareholder named in the Registration Statement will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Melodie R. Rose
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