CARLSMITH BALL LLP
A Limited Liability Law Partnership
ASB Tower, Suite 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Telephone: 000.000.0000 Fax 000.000.0000
xxx.xxxxxxxxx.xxx
February 17, 2004
Maui Land & Pineapple Company, Inc.
000 Xxxx Xxxxxx, X.X. Box 187
Kahului, Hawaii 96733
Re: 500,000 shares of Common Stock, no par value, of Maui
Land & Pineapple Company, Inc. (the "Company") to be
offered and sold pursuant to the Company's
Registration Statement on Form S-8, as filed on or
about February 17, 2004 (such shares of Common Stock,
the "Shares" and such Registration Statement, as it
may be amended from time to time, the Registration
Statement")
Ladies & Gentlemen:
We have acted as counsel to the Company in connection with
the proposed issuance of the Common Stock pursuant to the
Registration Statement..
In connection with this opinion (the "Opinion"), we have
examined the Registration Statement, the prospectus related
thereto (the "Prospectus") and the Company's 2003 Stock and
Incentive Compensation Plan (the "Plan"). In addition to the
foregoing, we have reviewed such documents and given
consideration to such matters of law and fact as we have deemed
appropriate, in our professional judgment, to render this
Opinion. We have also relied, without further independent
investigation, as to certain matters of fact, on information
obtained from public officials, from officers of the Company and
from other sources believed by us to be responsible.
Based upon the foregoing, and subject to the assumptions,
limitations and matters of reliance set forth herein, we are of
the opinion that that the Shares are validly authorized and, when
(a) the pertinent provisions of the Securities Act of 1933, as
amended, and such "blue sky" and other securities laws as may be
applicable have been complied with and (b) the Shares have been
duly delivered and the consideration therefor as contemplated by
the Registration Statement, the Prospectus and the Plan has been
received by the Company, such Shares will be validly issued,
fully paid, and nonassessable.
We consent to the filing of this opinion as an Exhibit to
the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations thereunder.
We are members of the Bar of the State of Hawaii. We do not
hold ourselves out as experts on, nor do we express any opinion
as to or with respect to the applicability of, the laws of any
jurisdiction other than the laws of the State of Hawaii and the
federal laws of the United States.
We have assumed, without further investigation, the
following: (a) all agreements contemplated by the Registration
Statement, the Prospectus and the Plan with respect to offer,
issuance, sale and delivery by the Company of the Shares and the
purchase of such Shares by the purchasers thereof, all as
contemplated by the Registration Statement, the Prospectus and
the Plan, are or will be enforceable against the respective
parties thereto, each in accordance with its terms; (b) each
document or certificate submitted to us for review is accurate
and complete, each such document or certificate that is an
original is authentic, each such document or certificate that is
a copy conforms to an authentic original, and all signatures on
each such document or certificate are genuine; and (c) each
certificate issued by a government official concerning a person
or entity's property or status is accurate, complete and
authentic and all official public records (including their proper
indexing and filing) are accurate and complete.
This Opinion speaks only as of its date. We have no
obligation to advise the Company (or any third party) of changes
in law or fact that occur after the date of this Opinion, even
though the change may affect the legal analysis, a legal
conclusion or an informational confirmation in this Opinion.
This Opinion is solely for the benefit of and may be relied
upon only by the Company in connection with the transactions
contemplated by the Registration Statement. This Opinion may not
be relied upon by, nor may copies be delivered to, any other
person or entity or used for any other purpose without our prior
written consent.
Very truly yours,
CARLSMITH BALL LLP
/S/XXXXXXX X XXXXX
Xxxxxxx X. Xxxxx
