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EXHIBIT 5.1
May 31, 2000
MBC Holding Company
882 West Seventh Street
St. Paul, MN 55102
Re: Opinion of Counsel as to Legality of 400,000 shares of Common
Stock to be Registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 400,000 shares of Common Stock, $.01 par
value per share, of MBC Holding Company (the "Company") offered to key
employees, directors and consultants pursuant to MBC Holding Company 1993 Stock
Option Plan (the "Plan").
As general counsel for the Company, we advise you that it is our
opinion, based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 400,000 shares of Common Stock to
be offered to employees, directors and consultants by the Company under the Plan
will, when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
