ANDREW N. BERNSTEIN, P.C.
ATTORNEY AT LAW
5445 DTC PARKWAY, SUITE 520
GREENWOOD VILLAGE, COLORADO 80111
TELEPHONE (303) 770-7131
FACSIMILE (303) 770-7332
Exhibit 5.1
February 18, 2005
Mesa Laboratories, Inc.
12100 West Sixth Avenue
Lakewood, Colorado 80228
Re: Mesa Laboratories, Inc.
The Amended 1999 Stock Compensation Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as securities counsel for Mesa Laboratories, Inc., a Colorado
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 200,000
additional shares (the "Shares") of the common stock, no par value per share
(the "Common Stock"), of the Company under the Company's Amended 1999 Stock
Compensation Plan (the "Plan") for officers, directors, employees and advisors
of the Company.
A registration statement on Form S-8 (the "Registration Statement") covering the
issuance and sale of the Shares from time to time upon exercise of stock options
pursuant to the Plan will on or about this date be filed under the Act with the
Securities and Exchange Commission (the "Commission"). In addition, a
registration statement on Form S-8, File Number 333-48556, covering the issuance
and sale of 300,000 shares from time to time upon exercise of stock options
pursuant to the Plan was filed with the Commission under the Act on October 25,
2000.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Articles of Incorporation and the Bylaws of the Company, (ii) certain
resolutions of the Board of Directors of the Company relating to the
registration of the Shares, (iii) the Registration Statement, (iv) the Plan, and
(v) such other documents as we have deemed necessary or appropriate as bases for
the opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any
facts material to this opinion which we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the practice of law in the State of
Colorado, and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the Shares
registered pursuant to the Registration Statement have been duly and validly
authorized and reserved for issuance by the Company and, when sold, issued and
delivered in the manner and for the consideration described in the Plan, will be
validly issued, fully paid and nonassessable under Colorado law.
This opinion is furnished to you solely for your benefit in connection with the
filing of the Registration Statement and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. We
also consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ ANDREW N. BERNSTEIN, P.C.
Andrew N. Bernstein, P.C.
ANB/prr