EX-5.1 2 c63287ex5-1.txt OPINION AND CONSENT OF FREDRIKSON & BYRON, P.A. 1 Fredrikson & Byron, P.A. 1100 International Centre 900 Second Avenue South Minneapolis, Minnesota 55402 Telephone: 612-347-7000 Fax: 612-347-7077 EXHIBIT 5.1 June 12, 2001 Bell Microproducts Inc. 1941 Ringwood Avenue San Jose, California 95131 Re: EXHIBIT 5.1 to Registration Statement on Form S-3 Ladies/Gentlemen: We are acting as corporate counsel to Bell Microproducts Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-3 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended (the "Act") of 60,000 shares of the Company's Common Stock (the "Shares") which may be offered for sale by certain shareholders (the "Selling Shareholders"). In acting as such counsel for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Amended and Restated Articles of Incorporation, as amended. 2. The Company's Amended and Restated Bylaws. 3. Certain corporate resolutions of the Company's Board of Directors pertaining to the issuance of the Shares by the Company. 4. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Company's Articles of Incorporation validly authorize the issuance of the Shares registered pursuant to the Registration Statement. 2. The Shares are validly issued and outstanding, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, FREDRIKSON & BYRON, P.A. By /s/ Melodie R. Rose