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HINSHAW & CULBERTSON
PIPER JAFFRAY TOWER
SUITE 3100
APPLETON, WISCONSIN 222 SOUTH NINTH STREET MILWAUKEE, WISCONSIN
MINNEAPOLIS, MINNESOTA 55402 MUNSTER, INDIANA
BELLEVILLE, ILLINOIS PEORIA, ILLINOIS
CHAMPAIGN, ILLINOIS 612.333.3434 PHOENIX, ARIZONA
CHICAGO, ILLINOIS TELEFAX: 612.334.8888 ROCKFORD, ILLINOIS
CRYSTAL LAKE, ILLINOIS ST. LOUIS, MISSOURI
FT. LAUDERDALE, FLORIDA SAN FRANCISCO, CALIFORNIA
JACKSONVILLE, FLORIDA SPRINGFIELD, ILLINOIS
JOLIET, ILLINOIS ROBERT A. MINISH TAMPA, FLORIDA
LISLE, ILLINOIS Direct: 612.334.2511 WAUKEGAN, ILLINOIS
MIAMI, FLORIDA [email protected]
January 19, 2001
Daktronics, Inc.
31 - 32nd Avenue
P.O. Box 128
Brookings, SD 57006
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Daktronics, Inc., a South Dakota
corporation (the "Company") in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 85,039 shares of common stock of the Company, no par value ("Common
Stock"), of which all such shares will be sold from time to time by the Selling
Shareholders named in the Registration Statement, on the over-the-counter market
or otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
<PAGE>
Daktronics, Inc. Page 20 of 21
January 19, 2001
Page 20
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be sold by the Selling Shareholders pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and are
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Very truly yours,
Hinshaw & Culbertson
