OPINION RE: LEGALITY
Published on December 21, 2000
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
December 21, 2000
Deluxe Corporation
3680 Victoria St. N.
Shoreview, Minnesota 55126-2966
Re: Registration Statement on Form S-8
Deluxe Corporation Deferred Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Deluxe Corporation, a Minnesota corporation
(the "Company"), and have advised the Company in connection with the
registration under the Securities Act of 1933, as amended, on Form S-8 relating
to $3,000,000 of deferred compensation obligations ("Deferred Compensation
Obligations") of the Company under the Company's Deferred Compensation Plan (the
"Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinion, we
have relied upon certificates or representations of officers or employees of the
Company and of public officials.
Based upon the foregoing, we are of the opinion that the Deferred
Compensation Obligations have been duly authorized and, when created in
accordance with the terms of the Plan, will be valid and binding obligations of
the Company enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of general
application relating to or affecting enforcement of creditors' remedies or by
general principles of equity.
Our opinion expressed above is limited to the laws of the State of
Minnesota and the federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Deferred
Compensation Obligations.
Very truly yours,
/s/ Dorsey & Whitney LLP
RAR