XXXX X. XXXXXXX
(000) 000-0000
February 28, 1996
Board of Directors
Xxxx Incorporated
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
Reference is made to the Rights Agreement dated as of
February 13, 1996 between Xxxx Incorporated (the "Company")
and Norwest Bank Minneapolis, N.A. as Rights Agent (the
"Rights Agreement") and the rights issuable thereunder (the
"Rights"). As counsel to the Company, we have examined such
corporate documents, records and matters of law, including an
analysis of the Minnesota Business Corporation Act and the
opinion of the United States District Court for the District
of Minnesota in Gelco Corporation v. Coniston Partners, and
have satisfied ourselves as to such matters of fact, as we
have deemed necessary or advisable for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company is duly organized and validly existing
under the laws of the State of Minnesota.
(2) The Board of Directors of the Company has the legal
authority to adopt and implement the Rights
Agreement and the Rights.
(3) The Rights Agreement and the Rights have been duly
and validly authorized by all necessary corporate
action.
(4) In considering and adopting the Rights Agreement,
the Board of Directors acted in accordance with its
fiduciary duties to the Company and its
shareholders as such fiduciary duties are
interpreted on the date hereof.
(5) The Rights will, upon issuance, be validly issued
and will constitute legal and valid securities
under Minnesota law.
(6) The issuance of the Rights as a dividend to the
holders of common stock of the Company does not
constitute an "offer" or "sale" within the meaning
of the Securities Act of 1933, as amended, and
therefore registration of such issuance is not
required under such Act.
Very truly yours,
/S/ Xxxxxxxxx & Xxxxxx P.L.L.P.
XXXXXXXXX & XXXXXX P.L.L.P.
