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EXHIBIT 5.1
FAEGRE
BAKER DANIELS LLP
2200
Wells Fargo Center, 90 South Seventh Street
Minneapolis,
Minnesota 55402-3901
Telephone
612-766-7000
Fax
612-766-1600
August
8, 2018
Insignia Systems,
Inc.
8799
Brooklyn Blvd.
Minneapolis, MN
55455
In
connection with the proposed registration under the Securities Act
of 1933, as amended (the “Act”), of shares of common
stock, $.01 par value per share, of Insignia Systems, Inc., a
Minnesota corporation (the “Company”), offered and to
be offered pursuant to the Company’s 2018 Equity Incentive
Plan (the “2018 Plan”) and Employee Stock Purchase Plan
(the “Stock Plan”), we have examined such corporate
records and other documents, including the Registration Statement
on Form S-8 of even date herewith (the “Registration
Statement”), and have reviewed such matters of law as we have
deemed necessary for this opinion.
Accordingly, based
upon the foregoing, we are of the opinion that:
1.
The Company has
duly authorized the issuance of the shares of Common Stock which
may be issued pursuant to the 2018 Plan and Stock
Plan.
2.
The shares that may
be issued pursuant to the 2018 Plan and Stock Plan will be, upon
issuance in accordance with the respective plan, validly issued and
outstanding and fully paid and nonassessable.
We
consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm in the
Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Commission.
This
opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted
or otherwise relied upon for any other purpose.
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Very truly yours,
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FAEGRE BAKER DANIELS
LLP
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/s/ Joshua L.
Colburn
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Joshua L.
Colburm
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Partner
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