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EXHIBIT 5.1
October 18, 2000
Cutter & Buck Inc.
2701 First Avenue, Suite 500
Seattle, Washington 98121
Dear Sir or Madam:
We have acted as counsel for Cutter & Buck Inc. (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of
the registration statement on Form S-8 (the "Registration Statement") relating
to 1,095,000 shares of common stock, no par value per share, of the Company (the
"Common Stock") being offered pursuant to the Cutter & Buck Inc. 2000 Stock
Incentive Plan, the Cutter & Buck 2000 Transition Stock Incentive Plan for
Officers and the Cutter & Buck 2000 Transition Stock Incentive Plan for
Non-Officers (the "Plans").
In rendering this opinion letter, we have relied as to matters of material fact
upon the representations of members of the Company's management; however, we
have no reason to believe that any such representations are incorrect or
incomplete. We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies and the authenticity of the
originals of such copies. In connection with this letter, we have concerned
ourselves solely with the application of the laws of the State of Washington and
the laws of the United States, and no opinion is expressed herein concerning the
possible effects of the laws of any other jurisdiction.
Subject to the foregoing, we are of the opinion that upon payment to the Company
of the option exercise price for the shares of Common Stock with respect to the
Plan, and upon issuance and delivery of the shares of Common Stock pursuant to
the Plan, the Common Stock will be validly issued, fully paid and nonassessable.
The opinions contained in this letter are given as of the date hereof, and we
render no opinion as to any matter brought to our attention subsequent to the
date hereof. We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting a
part thereof, and any amendments or supplements thereto.
Very truly yours,
/s/ LANE POWELL SPEARS LUBERSKY LLP
LANE POWELL SPEARS LUBERSKY LLP
