Exhibit
5.1
September
5, 2008
Enable
Holdings, Inc.
8725
W.
Higgins, Suite 900
Chicago,
Illinois, 60631
Re:
Registration Statement on Form S-1
Ladies
and Gentlemen:
We
have
acted as counsel for Enable Holdings, Inc., a Delaware corporation (the
“Company”) in connection with the Company’s filing of a Registration Statement
on Form S-1 (the “Registration Statement”) relating to the registration
under the Securities Act of 1933, as amended (the “Act”), of 2,460,148 shares of
common stock, par value $0.001 per share (collectively, the “Shares”). The
Shares have been or will be issued pursuant to a common stock purchase agreement
dated July 15, 2008, as described in the Registration Statement to which this
opinion is an Exhibit (the “Agreement”). The Shares may be offered by the
selling shareholder pursuant to that Registration Statement on Form S-1,
including a prospectus covering the resale or other disposition of the Shares,
filed today with the Securities and Exchange Commission (the “SEC”). We are
providing this opinion pursuant to the requirements of Item 16 of Form S-1
and Item 601 of Regulation S-K under the Act.
As
the
company’s counsel, we have reviewed the Company’s articles of incorporation and
bylaws, each as amended to date, the Agreement, the common stock purchase
agreement, and certain resolutions of the Board of Directors of the Company
relating to the issuance and sale of the Shares and related matters, and have
examined the originals, or copies certified or otherwise identified to our
satisfaction, of corporate records, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents,
as
a basis for the opinions hereinafter expressed. In rendering this opinion,
we
have relied upon certificates of public officials and representatives of the
Company with respect to the accuracy of the factual matters contained in such
certificates.
In
connection with our review, we have assumed with your permission (a) that
the Agreement was properly authorized, executed and delivered by each of the
parties thereto other than the Company; (b) the genuineness of all
signatures and the legal capacity of all signatories; (c) the authenticity
of all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies; and (d) the proper issuance and accuracy of certificates of public
officials and representatives of the Company.
This
opinion is limited to the Minnesota Business Corporation Act and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction.
Based
on
and subject to the foregoing, and having regard for such legal considerations
as
we deem relevant, it is our opinion that the 2,460,148 Shares which are
currently outstanding are validly issued, fully paid and
nonassessable.
Upon
the
receipt by the Company of all consideration therefor in accordance with the
terms of the Agreement, and the issuance and delivery of the 2,230,074 Shares
yet to be issued pursuant to the Agreement, those Shares will be validly issued,
fully paid and nonassessable.
It
is
understood that this opinion is to be used only in connection with the offer
and
sale of the Shares while the Registration Statement is in effect. This opinion
is rendered as of the date hereof, and we undertake no obligation to advise
you
of any changes in applicable law or any other matters that may come to our
attention after the date hereof.
We
hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name in the Registration Statement under the
caption “Legal Matters” in the prospectus included as a part thereof. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Act or other rules and regulations
of the Commission thereunder.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Legal Matters”
included in the Registration Statement and the related Prospectus.
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Very
truly yours,
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/s/
Fredrikson & Byron, P.A.
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FREDRIKSON &
BYRON, P.A.
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