EXHIBIT 5.1
JASPAN SCHLESINGER & HOFFMAN LLP
Attorneys at Law
300 Garden City Plaza, Garden City, New York 11530
(516) 746-8000 fax (516) 393-8282
July 21, 2000
Manchester Equipment Co., Inc.
160 Oser Avenue
Hauppauge, New York 11788
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Manchester Equipment Co., Inc., a New York
corporation (the "Company"), on or about the date hereof with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933 of 105,786 shares of the Company's Common Stock, $.01 par value per
share (the "Shares"), on behalf of certain of the Company's stockholders.
We are acting as counsel for the Company in connection with the registration for
resale of the Shares. We have examined signed copies of the Registration
Statement as filed with the Commission. We have also examined and relied upon
the minutes of meetings of Board of Directors of the Company as provided to us
by the Company, the Certificate of Incorporation and By-Laws of the Company,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other
than the New York Business Corporation Law and the Federal laws of the United
States of America. We express no opinion with respect to the qualification of
the Shares under the securities or "blue sky" laws of any state or any foreign
jurisdiction.
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Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized and are validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
The foregoing opinion is rendered as of the date hereof. We assume no obligation
to update such opinion to reflect any facts or circumstances which may hereafter
come to our attention or changes in the law which may hereafter occur. We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Act and to the use of our name therein and in the
related Prospectus under the caption "Legal Matters." In giving such consent, we
do not hereby 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.
Very truly yours,
/s/ JASPAN SCHLESINGER HOFFMAN LLP
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JASPAN SCHLESINGER HOFFMAN LLP
