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EXHIBIT 5.1
[DAVIS, GRAHAM & STUBBS, LLP LETTERHEAD]
July 21, 2000
Ultimate Electronics, Inc.
321A. W. 84th Street
Thornton, CO 80260
Re: Sale of Shares of Common Stock Pursuant to Registration Statement On Form
S-8 Ladies and Gentlemen:
We have acted as counsel to Ultimate Electronics, Inc. (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "1933 Act), of
(i) 300,000 shares of the Company's common stock, $.01 par value per share,
reserved for issuance under the Company's 2000 Equity Incentive Plan (the
"2000 Plan Shares"), and (ii) 400,000 shares of the Company's common stock,
$.01 par value per share, reserved for issuance under the Company's Employee
Stock Purchase Plan (the "Stock Purchase Shares," which together with the
"2000 Plan Shares" shall be referred to herein as the "Shares"). Terms used
herein but not defined have the meanings attributed to those terms in the
Registration Statement.
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.
In rendering the following opinion, we have examined and relied
only upon the documents specifically described below. In our examination, we
have assumed the genuineness of all signatures, the authenticity, accuracy
and completeness of the documents submitted to us as originals, and the
conformity with the original documents of all documents submitted to us as
copies. Our examination was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to
date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the 2000 Equity Incentive Plan and the Employee
Stock Purchase Plan; and
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4. The Registration Statement, exhibits filed in connection
therewith and documents incorporated by reference including
therein.
We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or to verify the
adequacy or accuracy of such documents and records.
The following opinions are limited solely to the applicable
provisions of the General Corporation Law of the State of Delaware. While we
are not licensed to practice in the State of Delaware, we have reviewed
applicable provisions of the General Corporation Law of Delaware as we have
deemed appropriate in connection with the provisions expressed herein. Except
as described, we have neither examined nor do we express any opinion with
respect to Delaware law.
Based upon and subject to the foregoing, we are of the opinion that
the Shares are duly and validly authorized and when issued and sold as
contemplated by the Registration Statement and subject to the proper
execution and delivery of stock certificates evidencing the Shares, will be
legally and validly issued, fully paid and non-assessable shares of capital
stock of the Company.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules of the Securities and
Exchange Commission.
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
