EXHIBIT 5.1
(KING & SPALDING LLP LOGO) 191 Peachtree Street
Atlanta, Georgia 30303-1763
www.kslaw.com
Alan J. Prince
Direct Dial: (404) 572-3595
Direct Fax: (404) 572-5147
aprince@kslaw.com
December 17, 2004
John H. Harland Company
2939 Miller Road
Decatur, Georgia 30035
RE: JOHN H. HARLAND COMPANY -- REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for John H. Harland Company, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to (1) 143,710 shares (the "1996 Plan Shares") of the Company's common stock,
par value $1.00 per share (the "Common Stock"), to be issued pursuant to the
John H. Harland Company 1996 Compensation Plan for Non-Employee Directors (the
"1996 Plan"), (2) 200,000 shares (the "2005 Plan Shares" and together with the
1996 Plan Shares, the "Shares") of Common Stock to be issued pursuant to the
2005 John H. Harland Company Compensation Plan for Non-Employee Directors (the
"2005 Plan"), (3) $1,000,000 of obligations of the Company (the "2005 Plan
Obligations") to pay deferred compensation pursuant to the terms of the 2005
Plan, and (4) $9,000,000 of obligations of the Company (the "Post-2004 Plan
Obligations" and together with the 2005 Plan Obligations collectively, the
"Obligations" and together with the Shares collectively, the "Securities") to
pay deferred compensation pursuant to the terms of the John H. Harland Company
Post-2004 Deferred Compensation Plan (the "Post-2004 Plan" and together with the
1996 Plan and the 2005 Plan collectively, the "Plans").
In connection with this opinion, we have examined and relied upon
such records, documents, certificates and other instruments as in our judgment
are necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and public officials. For purposes of this
ATLANTA o HOUSTON o LONDON o NEW YORK o WASHINGTON,D.C.
December 17, 2004
Page 2
opinion, we have assumed that the Shares that may be issued pursuant to the 1996
Plan and the 2005 Plan will continue to be duly authorized on the dates of such
issuance.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the laws of the State of
Georgia and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and subject to the other limitations and
qualifications set forth herein, we are of the opinion that:
1. The Securities have been duly authorized;
2. When issued in accordance with the provisions of the Plans, the
Obligations will be valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
or affecting the enforcement of creditors' rights generally,
and general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or law);
and
3. When issued in accordance with the provisions of the Plans, the
Shares will be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered for the benefit of the
Company in connection with the matters addressed herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ King & Spalding LLP
KING & SPALDING LLP