EX-5.1 4 c66637ex5-1.txt OPINION OF NICK H. VARSAM, VICE PRESIDENT EXHIBIT 5.1 December 20, 2001 Huttig Building Products, Inc. Lakeview Center, Suite 400 14500 South Outer Forty Rd. Chesterfield, Missouri 63017 Gentlemen: I am Vice President, General Counsel and Secretary of Huttig Building Products, Inc., a Delaware corporation (the "Company"), and in such capacity I am familiar with the Registration Statement on Form S-8 to which this opinion is filed as an exhibit (the "Registration Statement"). The Registration Statement registers under the Securities Act of 1933, as amended (the "Securities Act"), deferred compensation obligations (the "Obligations") and an aggregate of 200,000 shares of Common Stock, par value $0.01, of the Company (the "Shares") issued from time to time pursuant to the Huttig Building Products, Inc. Deferred Compensation Plan (the "Plan"). Under the terms of the Plan, the Shares that may be distributed to plan participants are limited to shares of Common Stock of the Company that may be purchased in the open market, from private sources or out of treasury shares of the Company and not original issuance shares. I have examined originals or copies, certified or otherwise, identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I deemed necessary for the purposes of the opinion expressed herein. I have assumed (i) the genuineness of all signatures on all documents examined by me, (ii) the authenticity of all documents submitted to me as originals, (iii) the conformity to authentic originals of all documents submitted to me as certified or photostatic copies, and (iv) the due authorization, execution and delivery of all documents. On the basis of the foregoing, I am of the opinion that when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act, and the Obligations have been issued in accordance with the terms of the Plan, then the Obligations will be legally valid and binding obligations of the Company, except as may be limited by the applicability or effect of (a) any bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, or (b) general principles of equity, including, without limitation, concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law. This opinion is not rendered with respect to any laws other than (i) the laws of the State of Missouri, (ii) the General Corporation Law of the State of Delaware, and (iii) applicable federal laws. I do not assume any duty to update this opinion with respect to changes of law or fact occurring after the date hereof. I consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Nick H. Varsam Nick H. Varsam Vice President, General Counsel and Secretary