EXHIBIT 5.1
November 15, 2000
Exactech, Inc.
2320 N.W. 66th Court
Gainesville, FL 32653
Re: Registration Statement on Form S-8 of Exactech, Inc. -
Employee Stock Option and Incentive Plan and Exactech, Inc.
Directors Stock Option Plan
Ladies and Gentlemen:
On the date hereof, Exactech, Inc. a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
720,041 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), pursuant to stock options ("Options") granted or to be granted
under the Company's Employee Stock Option and Incentive Plan (the "Employee
Plan") and the Company's Directors Stock Option Plan (the "Directors Plan"
collectively, with the Employee Plan, the "Plans"). We have acted as counsel to
the Company in connection with the preparation and filing of the Registration
Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and Bylaws of the Company; (ii) records of corporate proceedings of the Company
authorizing each of the Employee Plan and the Directors Plan; (iii) the
Registration Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deemed
reasonably appropriate, upon representations of officers or directors of the
Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 9,000,000 shares of authorized and
unissued Common Stock from which the 720,041 shares of Common Stock proposed to
be sold pursuant to the exercise of Options granted under the Plans may be
issued. In addition, assuming that the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for issuance to those
persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in each of the Employee Plan and the
Directors Plan, as the case may be, we are of the opinion that the shares of
Common Stock issued pursuant to the exercise of Options granted under and in
accordance with the terms of each of the Employee Plan and the Directors Plan
will be duly and validly issued, fully paid and nonassessable.
<PAGE>
Exactech, Inc.
November 15, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG, P.A.
By: /s/ Fern S. Watts
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