EX-5 3 irm363b.txt OPINION OF FOLEY & LARDNER [GRAPHIC OMITTED][FOLEY & LARDNER LOGO] FOLEY & LARDNER 777 East Wisconsin Avenue, Suite 3800 Milwaukee, Wisconsin 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foleylardner.com WRITER'S DIRECT LINE 414.297.5568 cponte@foleylaw.com EMAIL June 12, 2003 CLIENT/MATTER NUMBER 047850-0102 LaCrosse Footwear, Inc. 18550 NE Riverside Parkway Portland, Oregon 97230 Re: LaCrosse Footwear, Inc. 1997 Employee Stock Incentive Plan LaCrosse Footwear, Inc. 2001 Stock Incentive Plan LaCrosse Footwear, Inc. 2001 Non-Employee Director Stock Option Plan Gentlemen: We have acted as counsel for LaCrosse Footwear, Inc., a Wisconsin corporation (the "Company"), in conjunction with the preparation of a Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 300,000 shares of the Company's Common Stock, $.01 par value (the "Common Stock"), which may be issued pursuant to the LaCrosse Footwear, Inc. 1997 Employee Stock Incentive Plan (the "1997 Plan"), 300,000 shares of Common Stock, which may be issued pursuant to the LaCrosse Footwear, Inc. 2001 Stock Incentive Plan (the "2001 Plan") and 100,000 shares of Common Stock, which may be issued pursuant to the LaCrosse Footwear, Inc. 2001 Non-Employee Director Stock Option Plan (together with the 1997 Plan and the 2001 Plan, the "Plans"). As such counsel, we have examined: (a) the Plans; (b) signed copies of the Registration Statement; (c) the Company's Restated Articles of Incorporation and By-laws, as amended to date; (d) resolutions of the Company's Board of Directors relating to the Plans and the issuance of shares of Common Stock thereunder; and (e) such other documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. 2. The shares of Common Stock, when issued by the Company in the manner and for the consideration contemplated by the Plans, will be legally issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof, except for debts owing to employees of the Company for services performed, but not exceeding six months' service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law. BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C. DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH MADISON TALLAHASSEE LaCrosse Footwear, Inc. June 12, 2003 Page 2 Luke E. Sims, a partner in the firm of Foley & Lardner, is a director of the Company. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ FOLEY & LARDNER FOLEY & LARDNER