EXHIBIT 5.1
OPINION
PDI, Inc.
Saddle River Executive Centre
1 Route 17 South
Saddle River, New Jersey 07458
March 14, 2005
Saddle River Executive Centre
1 Route 17 South
Saddle River, New Jersey 07458
Ladies and Gentlemen:
I am the general counsel for PDI, Inc., a Delaware corporation (the
"Corporation"), and am delivering this opinion in connection with the
preparation of the Registration Statement on Form S-8 of the Corporation (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission"), relating to the registration by the Corporation
of an aggregate of 1,329,132 shares of the Corporation's common stock, par value
$.01 per share, (the "Common Stock"), to be issued pursuant to the Corporation's
2004 Stock Award and Incentive Plan (the "Stock Plan").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act"). Capitalized terms used herein but not otherwise defined
herein have the meaning ascribed to them in the Registration Statement.
In connection with this opinion, I have examined the originals or
copies certified or otherwise authenticated to my satisfaction of such corporate
records of the Corporation, of certificates of public officials and of officers
of the Corporation, and of other agreements, instruments or documents as I have
deemed necessary as a basis for the opinions contained herein. I have also
reviewed the Registration Statement.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Corporation, I have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and that such documents constitute valid and binding
obligations of such parties. As to any facts material to this opinion that I did
not independently establish or verify, I have relied upon certificates,
statements and representations of officers, trustees and other representatives
of the Corporation and others.
I am a member of the Bar of the State of New York and do not express
any opinion as to the laws of any other state or jurisdiction. Insofar as
opinions herein expressed relate to matters governed by Delaware law, I have
relied solely upon a reading of applicable statutes and records of the
Corporation and certificates of public officials.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I advise you that,
in my opinion:
1. The Corporation has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
2. The shares of Common Stock initially issuable pursuant to the Stock
Plan have been duly authorized by the Corporation and, when issued and sold by
the Corporation in accordance with the provisions of the Stock Plan, will have
been validly issued and will be fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and the reference to me under the
heading "Legal Matters" in the Registration Statement. In giving such consent, I
do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder. As of March 11, 2005, I owned 6,250
restricted shares of Common Stock and options to purchase 35,000 shares of
Common Stock.
Respectfully submitted,
/s/ Beth R. Jacobson
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Beth R. Jacobson, Esquire
Executive Vice President, General Counsel and
Corporate Secretary
PDI, Inc.