OPINION AND CONSENT OF DORSEY & WHITNEY LLP
Published on July 8, 2003
Exhibit 5.1
DORSEY & WHITNEY LLP
MINNEAPOLIS SUITE 1500 SOUTHERN CALIFORNIA
SEATTLE 50 SOUTH SIXTH STREET BRUSSELS
NEW YORK MINNEAPOLIS, MINNESOTA 55402-1498 TOKYO
WASHINGTON, D.C. TELEPHONE: (612) 340-2600 PALO ALTO
DENVER FAX: (612) 340-2868 GREAT FALLS
LONDON www.dorseylaw.com TORONTO
SAN FRANCISCO HONG KONG
ANCHORAGE MISSOULA
DES MOINES SHANGHAI
SALT LAKE CITY VANCOUVER
FARGO
July 8, 2003
Deluxe Corporation
3680 Victoria Street North
Shoreview, Minnesota 55126-2966
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Deluxe Corporation, a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") relating to the proposed sale from time to time of
debt securities of the Company in one or more series for an aggregate initial
offering price of up to $500,000,000 (the "Debt Securities") pursuant to an
Indenture dated as of April 30, 2003 (the "Indenture"), by and between the
Company and Wells Fargo Bank Minnesota, N.A., as Trustee (the "Trustee").
We have examined such documents, including resolutions of the Board of
Directors of the Company, adopted on April 29, 2003 (the "Resolutions"), 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, 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. We have also assumed the
legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other than
the Company, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinion, we
have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that, when the issuance of a
series of Debt Securities has been authorized by the finance committee of the
Board of Directors and the specific terms of that series of Debt Securities have
been specified in a supplemental indenture or
DORSEY & WHITNEY LLP
Deluxe Corporation
July 8, 2003
Page 2
an officer's certificate, which has been executed and delivered to the Trustee
by an authorized officer of the Company in accordance with the terms of the
Indenture, such series of the Debt Securities will have been duly authorized by
all requisite corporate action and, when executed by the Company and
authenticated by the Trustee as specified in the Indenture and delivered against
payment therefor in the manner described in the Registration Statement, will
constitute valid and binding obligations of the Company, enforceable in
accordance with the terms of such series.
Our opinion set forth above is subject to the following qualifications and
exceptions:
(a) Our opinion is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law
of general application affecting creditors' rights.
(b) Our opinion is subject to the effects of general
principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing, and other
similar doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding in equity or at law).
(c) Minnesota Statutes ss. 290.371, Subd. 4, provides that any
corporation required to file a Notice of Business Activities Report
does not have a cause of action upon which it may bring suit under
Minnesota law unless the corporation has filed a Notice of Business
Activities Report and provides that the use of the courts of the State
of Minnesota for all contracts executed and all causes of action that
arose before the end of any period for which a corporation failed to
file a required report is precluded. Insofar as our opinion may relate
to the valid, binding and enforceable character of any agreement under
Minnesota law or in a Minnesota court, we have assumed that any party
seeking to enforce such agreement has at all times been, and will
continue at all times to be, exempt from the requirement of filing a
Notice of Business Activities Report or, if not exempt, has duly filed,
and will continue to duly file, all Notice of Business Activities
Reports.
(d) In rendering our opinion set forth above, we have assumed
that, at the time of the authentication and delivery of a series of
Debt Securities, (i) the Registration Statement will have been declared
effective by the Securities and Exchange Commission and will continue
to be effective, (ii) the Debt Securities of such series will have been
offered and sold pursuant to the terms described in the Registration
Statement and in compliance with the Securities Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and any
applicable state securities laws, and (iii) the Indenture and any
supplement thereto relating to that series of Debt Securities shall
have been qualified under the Trust Indenture Act.
DORSEY & WHITNEY LLP
Deluxe Corporation
July 8, 2003
Page 3
(e) As of the date of this opinion, a judgment for money in an
action based on a Debt Security denominated in a foreign currency or
currency unit in a federal or state court in the United States
ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion into United
States dollars of the foreign currency or currency unit in which a
particular Debt Security is denominated will depend upon various
factors, including which court renders the judgment.
(f) To the extent that the obligations of the Company under
the Indenture may be dependent upon such matters, we assume for
purposes of this opinion that the Trustee is duly qualified to engage
in the activities contemplated by the Indenture; and that the Trustee
is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations.
Our opinion expressed above is limited to the laws of the State of
Minnesota, the State of New York and the federal laws of the United States of
America.
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" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
DLS