EX-5.1 2 0002.txt OPINION OF LISA CARSTARPHEN 1 EXHIBIT 5.1 LISA R. CARSTARPHEN VICE PRESIDENT - LEGAL AFFAIRS LISA.CARSTARPHEN@WINDMERE.COM June 21, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D. C. 20549 Re: Opinion of Counsel for Registration Statement on Form S-8 of 2000 Stock Option Plan for Applica Incorporated Dear Ladies and Gentlemen: On the date hereof, Applica Incorporated, a Florida corporation (the "Company"), sent for filing with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering and sale by the Company of up to 1,000,000 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), pursuant to stock options ("Options") granted or to be granted under the Company's 2000 Stock Option Plan, as amended (the "2000 Plan"). A BASIS OF OPINION As the basis for the opinions expressed herein, I have relied upon originals or copies of the following documents: 1. The Company's Second Amended and Restated Articles of Incorporation, Amended and Restated Bylaws and corporate minute books. 2. The 2000 Plan. 3. The Registration Statement. 4. Such other documents, instruments, certificates and matters of law as I have considered necessary or appropriate for the expression of the opinions contained herein. For purposes of this opinion letter, the documents and information referred to above are herein collectively referred to as the "Documents". B. OPINIONS Based upon my examination and consideration of the Documents and in reliance thereon, and subject to the comments, assumptions, limitations, qualifications and exceptions set forth below, I am of the opinion that: 2 1. The Company presently has available shares of authorized and unissued Common Stock from which the 1,000,000 shares of Common Stock proposed to be sold pursuant to the exercise of Options granted under the 2000 Plan may be issued; and 2. Assuming that the Company maintains an adequate number of authorized but unissued shares of Common Stock available for issuance to those persons who exercise their Options, and that the consideration for the underlying shares of Common Stock issued pursuant to the Options is actually received by the Company as provided in the 2000 Plan, the shares of Common Stock issued pursuant to the exercise of Options granted under and in accordance with the terms of the 2000 Plan will be duly and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. C. COMMENTS, ASSUMPTIONS, LIMITATIONS, QUALIFICATIONS AND EXCEPTIONS The opinion expressed above is based upon and subject to, the further comments, assumptions, limitations, qualifications and exceptions set forth below: 1. I am licensed to practice law only in the State of Florida and do not hold myself out to be an expert on the laws of any jurisdiction other than the State of Florida and the United States of America. Accordingly, the opinions expressed herein are specifically limited to the laws of the State of Florida, and the federal law of the United States. 2. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. 3. I am an employee of the Company and am executing and delivering this opinion letter only in such capacity and I shall not have any personal liability for the opinions expressed herein. Sincerely, /s/ Lisa R. Carstarphen ----------------------------- Lisa R. Carstarphen Vice President - Legal Affairs