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Exhibit
5.1
Opinion
of Wyche, Burgess, Freeman & Parham, P.A.
October
9, 2007
Span-America
Medical Systems, Inc.
70
Commerce Center
Greenville,
SC 29615
Re:
Registration Statement on Form S-8 of Common Stock Subject to 1991 and 1997
Stock Option Plans
Ladies
and Gentlemen:
The
opinion set forth below is rendered with respect to the 52,052 shares, no par
value, of common stock of Span-America Medical Systems, Inc., a South Carolina
corporation (the "Company"), that will be registered with the Securities and
Exchange Commission by the above-referenced Registration Statement on Form
S-8
pursuant to the Securities Act of 1933, as amended, in connection with the
Span-America Medical Systems, Inc. 1991 Stock Option Plan and the Span-America
Medical Systems, Inc. 1997 Stock Option Plan (the “Plans”). We have examined the
Company's Articles of Incorporation, and all amendments thereto, the Company's
Bylaws, as amended, and reviewed the records of the Company's corporate
proceedings. We have made such other investigation of law and fact as we have
deemed necessary in order to enable us to render this opinion. With respect
to
matters of fact, we have relied upon information provided to us by the Company
without further investigation. With respect to all examined documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as copies and the accuracy and completeness of the
information contained therein.
Based
on
the foregoing and subject to the comments, limitations and qualifications set
forth below, we are of the opinion that upon satisfaction of the vesting and
other conditions set forth in the Plans and any applicable award agreements
or
letters, shares of the Company's common stock covered by the above-referenced
Registration Statement that are issued after the date hereof pursuant to and
in
compliance with the terms of the Plans and any applicable award agreements
or
letters will be legally issued, fully paid and non-assessable.
This
opinion is limited to matters governed by the laws of the State of South
Carolina in force on the date of this letter. We express no opinion with regard
to any matter that may be (or that purports to be) governed by the laws of
any
other state or jurisdiction. In addition, we express no opinion with respect
to
any matter arising under or governed by the South Carolina Uniform Securities
Act.
This
opinion is rendered as of the date of this letter and applies only to the
matters specifically covered by this opinion, and we disclaim any continuing
responsibility for matters occurring after the date of this letter.
This
opinion is rendered solely for your benefit in connection with the Registration
Statement on Form S-8 respecting shares of the Company's common stock to be
issued under the Plans and may not be relied upon, quoted or used by any other
person or entity or for any other purpose without our prior written
consent.
We
consent to the use of this opinion as an exhibit to the Registration Statement
on Form S-8 respecting shares of the Company's common stock to be issued under
the Plans.
Very
Truly Yours,
WYCHE,
BURGESS, FREEMAN & PARHAM, P.A.