EXHIBIT 5.1
[LETTERHEAD OF BROAD AND CASSEL APPEARS HERE]
July 31, 1997
La-Man Corporation
5029 Edgewater Drive
Orlando, FL 32810
Gentlemen:
We have acted as counsel to La-Man Corporation, a Nevada corporation ("La-
Man"), in connection with the preparation of a Post-Effective Amendment No. 2
("Amendment") to La-Man's Registration Statement on Form S-8 (Registration No.
33-81348), as previously amended by Post-Effective Amendment No. 1 thereto dated
January 26, 1996 (the "Registration Statement"), to be filed with the Securities
and Exchange Commission (the "Commission") with respect to: (a) 110,000
additional shares of common stock, par value $.001 per share, of La-Man ("Common
Stock"), reserved for issuance from time to time upon grants of awards of Common
Stock or upon exercise of Common Stock option awards granted pursuant to La-
Man's Amended and Restated 1994 Employee and Consultant Stock Compensation Plan,
as amended by Amendment No. 1 thereto effective September 1, 1995 (as so
amended, the "1994 Plan"); (b) as the result of a 5% stock dividend paid by the
Company on August 7, 1996, (i) 36,617 additional shares of Common Stock issuable
on exercise of previously granted 1994 Plan options, (ii) 8,333 additional
shares of Common Stock issuable upon exercise of options granted to certain
employee-directors of La-Man pursuant to La-Man's 1988 Stock Option Plan (the
"1988 Plan"), and (iii) an additional 600 shares of Common Stock issuable on
exercise of previously granted 1992 Plan options; and (c) 24,770 shares of
Common Stock issuable upon exercise of options granted to certain non-employee
directors and a former employee of La-Man pursuant to La-Man's 1992 Stock Option
and Appreciation Rights Plan (the "1992 Plan"). The foregoing aggregate 180,250
shares of Common Stock are hereinafter sometimes collectively referred to as the
"Registered Shares."
We have examined and relied upon: the Articles of Incorporation and Bylaws
of La-Man; the form of the 1994 Plan; the form of the 1988 Plan, the form of the
1992 Plan, and the
La-Man Corporation
July 31, 1997
Page 2
certificates setting forth resolutions of the Board of Directors of La-Man or
the certain committees thereof approving the 1994 Plan, 1988 Plan, the 1992 Plan
and options granted as awards to certain employees thereunder; and we have also
examined such other documents as we deemed advisable, for purposes of expressing
the following opinion. Insofar as the opinion expressed below relates to shares
of Common Stock issuable upon the exercise of Common Stock purchase options
granted as awards under the 1994 Plan, the 1988 Plan or the 1992 Plan, we have
assumed that prior to the issuance of any such shares the Company will have
received the full exercise price therefor and that all other conditions
precedent to the exercise of such options will have been fulfilled.
Based upon the foregoing and such other matters as we have deemed relevant,
it is our opinion that the Registered Shares included in the Registration
Statement pursuant to the Amendment will be, when issued in accordance with the
terms of the 1994 Plan, the 1988 Plan or the 1992 Plan, as applicable, duly
authorized, legally issued, fully paid and nonassessable.
The opinions expressed above are with respect to federal law and the laws
of Nevada only. Moreover, this opinion is made as of the date of this letter,
and after this date we undertake no obligation to update such opinion to reflect
any facts or circumstances which may later come to our attention or any changes
to applicable laws after the date hereof.
This opinion is furnished to and is solely for the benefit of La-Man and
neither this opinion nor any copies hereof may be delivered to or relied upon
by, any governmental agency or other person without our prior written approval.
Notwithstanding the foregoing, we consent to the use of this opinion as an
exhibit to the Amendment.
Very truly yours,
BROAD AND CASSEL
By: /s/ Marshall S. Harris, P.A.
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Marshall S. Harris, P.A.