Exhibit 5.1
BRYAN CAVE LLP
120 BROADWAY, SUITE 500
SANTA MONICA, CALIFORNIA 90401
(310) 576-2100
FACSIMILE (310) 576-2200...
December 16, 1998
Day Runner, Inc.
15295 Alton Parkway
Irvine, California 92618
Re: Day Runner, Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as securities counsel for Day Runner, Inc. (the
"Company") in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, to be filed with the Securities and Exchange Commission (the
"Commission") on December 16, 1998, in connection with the registration of an
aggregate of 550,000 shares of Common Stock, par value $0.001 per share (the
"Shares"), comprising (i) 375,000 shares of Common Stock of the Company issuable
upon the exercise of options granted or to be granted pursuant to the Company's
1995 Stock Option Plan, (ii) 150,000 shares of Common Stock of the Company
issuable under the Company's Non-Employee Director Stock Option Plan and (iii)
25,000 shares of Common Stock of the Company issuable upon the exercise of
warrants granted to the five non-employee directors of the Company on April 20,
1998 (such 1995 Stock Option Plan, Non-Employee Director Stock Option Plan and
warrants are referred to herein as the "Plans").
In connection with the preparation of the Registration
Statement and the proposed issuance and sale of the Shares in accordance with
the Plans and the Form S-8 prospectuses to be delivered to participants in the
Plans, we have made certain legal and factual examinations and inquiries and
examined, among other things, such documents, records, instruments, agreements,
certificates and matters as we have considered appropriate and necessary for the
rendering of this opinion. We have assumed for the purpose of this opinion the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies, and the
genuineness of the signatures thereon. As to various questions of fact material
to this opinion, we have, when relevant facts were not independently
established, relied, to the extent deemed proper by us, upon certificates and
statements of officers and representatives of the Company.
Based on the foregoing and in reliance thereon, it is our
opinion that the Shares have been duly authorized and, after the Registration
Statement becomes effective and after any post-effective amendment required by
law is duly completed, filed and becomes effective, and when the applicable
provisions of "Blue Sky" and other state securities laws shall have been
complied with, and when the Shares are issued and sold in accordance with the
Plans and the Form S-8 prospectuses to be delivered to the participants in the
Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit
5.1 to the Registration Statement and further consent to the reference to this
firm in the Registration Statement. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in connection
with the subject transaction and is not to be otherwise used, circulated, quoted
or referred to without our prior written consent. We are opining herein as to
the effect on the subject transaction only of United States federal law and the
internal laws of the State of Delaware, and we assume no responsibility as to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
Very truly yours,
BRYAN CAVE LLP