EXHIBIT 5.1
[LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP]
April 7, 1998
Reply to Columbia
ScanSource, Inc.
6 Logue Court, Suite G
Greenville, South Carolina 29615
RE: Registration Statement on Form S-8
Gentlemen:
This opinion is being furnished to you in connection with your filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") relating to the issuance of common stock, no par
value per share (the "Common Stock"), of ScanSource, Inc. (the "Company")
pursuant to and in accordance with the provisions of the ScanSource, Inc. 1997
Stock Incentive Plan ("the Plan") and the other stock options identified on
Exhibit A attached hereto ("the Option"). In this connection, we have
familiarized ourselves with the Articles of Incorporation and the Bylaws of the
Company, and have examined the originals, or copies certified or otherwise
identified to our satisfaction, of corporate records, including minute books, of
the Company. We have also examined the Registration Statement, together with the
exhibits thereto, and such other certificates of officers, documents, and
records as we have deemed necessary for the purpose of expressing the opinion
contained herein.
On the basis of, and in reliance upon, the foregoing, and subject to the
assumptions and qualifications set forth herein, we are of the opinion that the
shares of Common Stock to be issued
Scansource, Inc
April 7, 1998
page 2
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pursuant to the provisions of the Plans and the Options have been duly
authorized, and when (a) the Registration Statement has become effective under
the Securities Act of 1933, as amended, and the pertinent provisions of any
state securities laws, as may be applicable, have been complied with and (b) the
shares of Common Stock are issued in accordance with the terms of the Plans and
the Options as set forth in the Registration Statement, the shares of Common
Stock so issued will be validly issued, fully paid, and nonassessable.
The opinion expressed herein is based upon applicable laws, statutes,
ordinances, rules and regulations as existed on this date and we express no
opinion as to the effect which any future amendments, changes, additions or
modifications thereof may have on the opinion expressed herein. We assume no
obligation to update or supplement our opinion to reflect any facts or
circumstances which may hereafter come to our attention, or changes in law which
may hereafter occur. This opinion is provided to you as a legal opinion only,
and not as a guaranty or warranty of the matters discussed herein or of any
transaction or obligation. We are furnishing this opinion for the sole and
exclusive benefit of the addressee.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement with respect to the Plans and the Options. By giving such
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
NEXSEN PRUET JACOBS & POLLARD, LLP
By: /S/ WILLIAM S. MCMASTER
-------------------------------
William S. McMaster
EXHIBIT A
The attached opinion relates to the Registration Statement on Form S-8
covering the shares of common stock, no par value per share, of ScanSource, Inc.
(the "Company") issuable pursuant to the terms of the following employee benefit
plans:
200,000 shares - ScanSource, Inc. 1997 Stock Incentive Plan.
70,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Steven H.
Owings, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Steven H. Owings .
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Michael L.
Baur, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Michael L. Baur.
5,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeffery A.
Bryson, reflected by the ScanSource, Inc. Stock Option
Agreement dated January 17, 1997 by and between the Company
and Jeffery A. Bryson.
1,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Paige Rosamond,
reflected by the ScanSource, Inc. Stock Option Agreement
dated March 19, 1997 by and between the Company and Paige
Rosamond.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Barry Robinson,
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 9, 1997 by and between the Company and
Barry Robinson.
10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeff Shanhan,
reflected by the ScanSource, Inc. Stock Option Agreement
dated September 9, 1997 by and between the Company and Jeff
Shanahan.
23,000 shares - ScanSource, Inc. 1997 Stock Option Plan for George R.
McDougald, III, reflected by the ScanSource, Inc. Stock
Option Agreement dated October 9, 1997 by and between the
Company and George R. McDougald, III.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven R.
Fischer, reflected by the ScanSource, Inc. Stock Option
Agreement dated July 18, 1996 by and between the Company
and Steven R. Fischer.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for James G. Foody,
reflected by the ScanSource, Inc. Stock Option Agreement
dated July 18, 1996 by and between the Company and James G.
Foody.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated December 2, 1996 by and between the Company
and Robert S. McLain, Jr.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated July 26, 1996 by and between the Company
and Robert S. McLain, Jr.
30,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven H.
Owings, reflected by the ScanSource, Inc. Stock Option
Agreement dated December 3, 1996 by and between the Company
and Steven H. Owings .
16,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Michael L.
Baur, reflected by the ScanSource, Inc. Stock Option
Agreement dated December 3, 1996 by and between the Company
and Michael L. Baur.
10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Robert S.
McLain, Jr. reflected by the ScanSource, Inc. Stock Option
Agreement dated June 5, 1995 by and between the Company and
Robert S. McLain, Jr.
10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Edward J.
Soloman reflected by the ScanSource, Inc. Stock Option
Agreement dated September 1, 1995 by and between the
Company and Edward J. Soloman.