EXHIBIT 5.1
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ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
May 27, 1999
Board of Directors
Adams Golf, Inc.
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
Re: Adams Golf, Inc.
Registration Statement on Form S-8
1999 Non-Employee Director Plan
Gentlemen:
We have acted as counsel to Adams Golf, Inc., a Delaware
corporation (the "Company"), in connection with the preparation
and filing of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about May 27, 1999, under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to 200,000 shares of the $0.001 par value common stock
(the "Common Stock") of the Company that will be issued on the
exercise of stock options (collectively, the "Options") granted
or that may be granted under the Non-Employee Director 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 identified to our satisfaction, of (1) the
Certificate of Incorporation and the Bylaws of the Company, as
both have been amended; (2) minutes and records of the corporate
proceedings of the Company with respect to the establishment and
approval of the Plan, the granting of the Options under the Plan,
the 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
Agreement listed as exhibits to the Registration Statement; and
(4) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the
genuineness of all signatures 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
Certificate of Incorporation, the 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.
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 outstanding Options were duly granted and
the Options to be granted in the future will be duly granted in
accordance with the terms of the Plan, (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 granted under the Plan, (iii) the
exercise of Options 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 such Options is actually received by the Company as
provided in the Plan and the particular Option and such
consideration exceeds the par value of such shares, then the
shares of Common Stock issued pursuant to the exercise of the
Options will be validly issued, fully paid and nonassessable.
We bring to your attention the fact that this legal opinion
is an expression of professional judgment and not a guaranty of
result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you
of any changes in or new developments that might affect any
matters or opinions set forth herein.
This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.
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 person 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.
Very truly yours,
/s/ ARTER & HADDEN LLP
ARTER & HADDEN LLP