EXHIBIT 5
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
February 10, 1999
Cannondale Corporation
16 Trowbridge Drive
Bethel, Connecticut 06801
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel to Cannondale Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"). The Registration Statement relates to
1,000,000 shares of the Company's common stock, $.01 par value per share (the
"Shares"), which are to be issued pursuant to the Company's 1998 Stock Option
Plan (the "Plan").
In connection with this opinion, we have examined and relied
upon copies, certified or otherwise identified to our satisfaction, of: (i) the
Plan; (ii) an executed copy of the Registration Statement; (iii) the Company's
Amended and Restated Certificate of Incorporation, Amendment to Restated
Certificate of Incorporation and Amended and Restated Bylaws; and (iv) the
minute books and other records of corporate proceedings of the Company, as made
available to us by officers of the Company, and have reviewed such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.
For purposes of this opinion we have assumed the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
Cannondale Corporation
February 10, 1999
Page 2
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements of officers and other representatives
of the Company. Our opinion expressed below is subject to the qualification that
we express no opinion as to any law of any jurisdiction other than the
corporation laws of the States of Delaware and Connecticut and the federal laws
of the United States of America. Without limiting the foregoing, we express no
opinion with respect to the applicability thereto or effect of municipal laws or
the rules, regulations or orders of any municipal agencies within any such
state.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, it is
our opinion that the Shares to be issued by the Company pursuant to the Plan
have been duly authorized and reserved for issuance and, when certificates for
the Shares have been duly executed by the Company, countersigned by a transfer
agent, duly registered by a registrar for the Shares and issued and paid for in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein. We assume no obligation to revise or supplement this opinion should the
present corporation laws of the States of Delaware or Connecticut or the federal
laws of the United States of America be changed by legislative action, judicial
decision or otherwise.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement. In giving such consent, we do not admit that we
are 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.
This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /s/ John T. Capetta
_______________________________
A Member of the Firm