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Exhibit 5.1
Opinion of Foley, Hoag & Eliot LLP
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109-2170
Telephone: (617) 832-1000
Facsimile: (617) 832-7000
Telex 940693
http://www.fhe.com
August 31, 2000
Aware, Inc.
40 Middlesex Turnpike
Bedford, Massachusetts 01730
Ladies and Gentlemen:
We have acted as counsel for Aware, Inc., a Massachusetts corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offering of up to 3,100,000 shares (the "Shares") of the Company's common
stock, $.01 par value, issuable, either under options currently issued and
outstanding or under options issuable subsequent to the date hereof, pursuant to
Aware, Inc. 1996 Stock Option Plan, as amended (the "Plan").
In arriving at the opinions expressed below, we have examined and relied on
the following documents:
1. the Registration Statement;
2. the Plan;
3. the Articles of Organization of the Company, as amended, as of the
date hereof;
4. the By-Laws of the Company, as amended as of the date hereof; and
5. the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to us by the Company.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We express no opinion other than as to the laws of The Commonwealth of
Massachusetts.
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance of the
Shares under the Plan, as contemplated by the Registration Statement.
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2. The Shares have been duly authorized and, when issued against payment
of the agreed consideration therefor in accordance with the respective
exercise prices therefor as described in the options relating thereto
and the Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By /s/ William R. Kolb
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A Partner
