Exhibit 5.1
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March 28, 1997
Callaway Golf Company
2285 Rutherford Road
Carlsbad, California 92008-8815
Re: Form S-8 Registration Statement;
2,000,000 Shares of Common Stock
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Ladies and Gentlemen:
In connection with the registration by Callaway Golf Company, a
California corporation (the "Company"), of 2,000,000 additional shares of common
stock, par value $.01 per share (the "Shares"), of the Company to be issued upon
the exercise of options granted or to be granted under the Company's 1995
Employee Stock Incentive Plan, as amended by the First Amendment thereto
(together, the "Plan"), under the Securities Act of 1933, as amended (the
"Act"), on a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on or about March 28, 1997 (as amended from time to time,
the "Registration Statement"), you have requested my opinion with respect to the
matters set forth below.
In my capacity as your counsel in connection with such registration, I am
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization, issuance and sale of the Shares, and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, I have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.
I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of California, and I express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other local agencies within the state.
Subject to the foregoing, it is my opinion that as of the date hereof the
Shares have been duly authorized, and, upon the exercise of options and the
payment for Shares in accordance with the terms set forth in the Plan under
which such Shares will be issued and sold, the Shares will be validly issued,
fully paid and nonassessable.
I hereby consent to filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ BARRY M. CLARKSON
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Barry M. Clarkson, Esq.
Corporate Counsel