EXHIBIT 5.1
July 5, 2000
Simpson Manufacturing Co., Inc.
4637 Chabot Drive
Pleasanton, California 94588
Re: Simpson Manufacturing Co., Inc. 1994 Stock
Option Plan, as amended through May 16, 2000
Ladies and Gentlemen:
We are counsel for Simpson Manufacturing Co., Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to an additional 500,000 shares of the Company's Common
Stock, without par value, offered or to be offered pursuant to the Company's
1994 Stock Option Plan, as amended through May 16, 2000 (the "Plan"). We are
of the opinion that such additional shares being so registered for sale by
the Company have been duly authorized and, when sold and delivered as
contemplated in such Registration Statement and in accordance with the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such Registration Statement.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG LLP
By /s/CAROLYN S. REISER
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Carolyn S. Reiser
