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EXHIBIT 5
[LETTERHEAD OF FINNEGAN, HICKEY, DINSMOOR & JOHNSON, P.C.]
January 10, 2001
Viisage Technology, Inc.
30 Porter Road
Littleton, Massachusetts 01460
RE: Viisage Technology, Inc.
Registration Statement on Form S-3
File No. 333-
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Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed sale by certain stockholders (the "Selling Stockholders") of Viisage
Technology, Inc., a Delaware corporation (the "Company") of up to 3,343,326
shares of Common Stock of the Company (the "Shares").
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the Shares to be
issued and sold by the Selling Stockholders are validly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it appears
in said Registration Statement, including the Prospectus constituting a part
thereof, as originally filed or as subsequently amended or supplemented. In
giving such consent, we do not consider that we are "experts" within the meaning
of such terms as used in the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission issued thereunder,
with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.
Very truly yours,
/s/ FINNEGAN, HICKEY, DINSMOOR & JOHNSON, P.C.
