EXHIBIT 5.1
OPINION OF ANDREWS KURTH LLP
ANDREWS KURTH LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
Tel: 214-659-4400
February 9, 2004
Board of Directors
Adams Golf, Inc.
c/o Adams Golf, Ltd.
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
Re: Adams Golf, Inc. Registration Statement on Form S-8 for
the 2002 Equity Incentive Plan
Gentlemen:
We have acted as counsel to Adams Golf, Inc., a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission on
or about February 9, 2004, under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 6,653,481 shares of
the common stock, par value $0.001 per share (the "Common
Stock"), of the Company that will be issued upon the exercise of
stock options that have been granted or that may be granted in
the future (collectively, the "Options"), or for restricted stock
or other stock based awards that may be made in the future
(collectively, the "Awards"), under the 2002 Equity Incentive
Plan of Adams Golf, Inc. (the "Plan").
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. In
connection therewith, we have examined and relied upon the
original, or copies, certified or otherwise identified to our
satisfaction, of (1) the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company;
(2) minutes and records of the corporate proceedings of the
Company with respect to the establishment and approval of the
Plan, the granting of certain Options under the Plan, the
proposed issuance of shares of Common Stock pursuant to the Plan,
and related matters; (3) the Registration Statement and exhibits
thereto, including the Plan, and the form of stock option
agreements used in connection with certain grants under the Plan,
(4) the Prospectus used in connection with the offering
contemplated by the Registration Statement, and (5) the originals
or copies of such other documents, instruments and certificates
of public officials, officers of the Company and such other
persons as we have deemed necessary for the expression of the
opinions herein contained. We have also made such investigation
of law as we have deemed appropriate as a basis for the opinions
expressed below.
In making the foregoing examinations, we have assumed the
genuineness of all signatures, the legal capacity of all natural
persons and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As
to various questions of fact material to this opinion, and as to
the content and form of the Amended and Restated Certificate of
Incorporation, the Amended and Restated Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the
Company and upon documents, records and instruments furnished to
us by the Company without independent check or verification of
their accuracy.
In rendering the opinions expressed below with respect to
the Shares, we have assumed that (i) the Amended and Restated
Certificate of Incorporation and Amended and Bylaws of the
Company will not have been amended in any manner that would
affect any legal conclusion set forth herein and (ii) the form
and terms of any and all Options and Awards, the issuance thereof
by the Company, and the incurrence and performance of the
Company's obligations thereunder or in respect thereof in
accordance with the terms thereof, will comply with, and will not
violate, the Company's Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws, or any applicable
law, rule, regulation, order, judgment, decree, award, or
agreement binding upon the Company, or to which the issuance,
sale and delivery of such Shares, Options or Awards, or the
incurrence and performance of such obligations, may be subject,
or violate any applicable public policy, or be subject to any
defense in law or equity. The opinions expressed below are also
subject to possible judicial action giving effect to governmental
actions or laws affecting creditors' rights.
Based upon our examination, consideration of, and reliance
on the documents and other matters described above, and subject
to the comments and exceptions noted below, we are of the opinion
that, assuming (i) the Options granted and to be granted in the
future, and Awards to be granted in the future, have been or will
be, as the case may be, duly granted in accordance with the terms
of the Plan and the Company has taken all necessary action to
authorize and approve the issuance of such Shares pursuant to
Options and/or Awards, the terms of the offering thereof and
related matters, (ii) the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common
Stock available for issuance to those persons who exercise
Options or who receive Awards granted under the Plan, (iii) the
grant and exercise of Options and the grant of Awards is in
accordance with the provisions thereof and in accordance with the
provisions of the Plan, and (iv) the consideration for the shares
of Common Stock issuable upon the exercise of the Options or
grant of the Awards is actually received by the Company as
provided in Plan, and such consideration exceeds the par value of
such shares and will comply with applicable provisions of the
Delaware General Corporation Law and the Delaware Constitution
regarding the form and amount of consideration for valid issuance
of capital stock, then the shares of Common Stock issued pursuant
to the exercise of the Options and/or the grant of such Awards
will be validly issued, fully paid and nonassessable.
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This opinion speaks as of its date and we undertake no, and
hereby disclaim any, duty to advise as to changes of fact or law
coming to our attention after the delivery hereof on such date.
For the purposes of the opinions expressed above, we have assumed
that, at the time of the issuance and delivery of the Shares, the
Company will be validly existing and in good standing under the
law of the State of Delaware, it will have full power and
authority to execute, deliver and perform its obligations under
such Plan, Option, Award and/or board resolution, as the case may
be, and there shall have occurred no change in applicable law
(statutory or decisional), rule or regulation, or in any other
relevant fact or circumstance, that (in any such case) would
adversely affect our ability to render at such time an opinion
containing the same legal conclusions herein set forth and
subject only to such (or fewer) assumptions, limitations and
qualifications as are contained herein.
We express no opinion other than as to the federal laws of
the United States of America, the laws of the State of Texas and
the laws of the State of Delaware. We hereby consent to the
filing of this opinion as Exhibit 5.1 to the Registration
Statement and to references to our firm included in or made a
part of the Registration Statement. 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 Securities Act or the
Rules and Regulations of the Securities and Exchange Commission
thereunder.
This opinion may not be relied upon by any person other than
the addressee identified above.
Respectfully submitted,
/s/ ANDREWS KURTH LLP
ANDREWS KURTH LLP