Exhibit 5
August 30, 2010
Mr. John P. Wilmers
President and Chief Executive Officer
Ballantyne Strong, Inc.
4350 McKinley Street
Omaha, Nebraska 68112
Re: Registration Statement on Form S-8
Dear Mr. Wilmers:
We have acted as legal counsel for Ballantyne Strong, Inc., a Delaware corporation (the “Company”) in connection with the Company’s preparation of the above referenced Registration Statement on Form S-8 (the “Form S-8”) being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) and the prospectus which is not filed, but is included by reference as part of the Form S-8 (the “Prospectus”). The Form S-8 and the Prospectus relate to the Ballantyne Strong, Inc. 2010 Long-Term Incentive Plan (600,000 shares), and all of the shares that are to be offered and sold by the Company pursuant to the Plan and in the manner set forth in the plan, agreement, Form S-8 and Prospectus.
In connection herewith, we have examined: (i) the Form S-8 and the; (ii) the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company; (iii) the corporate minutes and proceedings of the Company applicable to the filing of the Form S-8; and (iv) such other proceedings, documents and records as we deemed necessary or appropriate for the purposes of making this opinion. In making such examinations, we have assumed the genuineness of all signatures on all documents and conformed originals to all copies submitted to us as conformed or photocopies. In addition to such examination, we have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion. However, as to various questions of fact material to our opinion, we have relied upon representations, statements or certificates of officers, directors, or representatives of the Company or others.
Based upon the foregoing, we are of the opinion that: (i) the Company has been legally incorporated and is validly existing under the laws of the state of Delaware; and (ii) the shares issued pursuant to the 2010 Long-Term Incentive Plan, upon issuance and payment therefor, as contemplated by the plan, and the Form S-8, will be validly issued, fully paid and non-assessable common stock of the Company.
We hereby consent to the filing of the opinion as an exhibit to the Form S-8 and to any references to our firm in the Prospectus. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission promulgated thereunder.
| Very truly yours, |
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| /s/ Cline Williams Wright Johnson & Oldfather, L.L.P. |
| Cline Williams Wright Johnson & |
| Oldfather, L.L.P. |