[LETTERHEAD OF BAER MARKS & UPHAM LLP]
October 19, 2000
Ambient Corporation
1033 Beacon Street
Brookline, Massachusetts 02446
Re: Amendment No. 2 to Registration Statement on
Form SB-2, No. 333-43084 ("Registration Statement")
Gentlemen:
We have acted as special counsel to Ambient Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Amendment No. 2 to the
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act") relating to the registration (the "Offering") of 15,111,750
shares of Common Stock, $.001 par value (the "Shares"), to be sold by certain
selling shareholders (the "Selling Shareholders"). The Selling Shareholders
currently own a total of 5,625,000 Shares, and a total of 9,486,750 Shares are
issuable upon exercise of warrants, options or debentures owned by the Selling
Shareholders.
In connection with the foregoing, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
Certificate of Incorporation of the Company, as amended, the By-laws of the
Company, as amended, the Registration Statement and all amendments and exhibits
thereto, your records of corporate proceedings, and such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the accuracy and
completeness of all documents submitted to us as copies and the authenticity of
the originals of such latter documents. As to any facts material to such
opinions, we have relied upon statements or representations of officers and
other representatives of the Company, public officials or others. In addition,
we have relied on the opinion, dated the date of this opinion, of Aboudi &
Brounstein, general counsel to the Company, with respect to the matters covered
in this opinion.
Our opinions herein are further subject to the following
limitations:
(i) We are qualified to practice law in the State of New York and we
do not opine on the laws of any state other than the internal laws of the State
of New York, the General Corporation Law of the State of Delaware and the
Federal laws of the United States of America.
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Ambient Corporation
October 19, 2000
Page 2
(ii) We have assumed that any certificate of a public authority
which we have relied upon in connection with this Opinion that was given or
dated earlier than the date of this Opinion, continues to remain accurate
insofar as relevant to this Opinion from such earlier date through and including
the date of this Opinion.
This opinion is furnished solely for the benefit of the Company and
may not be relied upon in any manner by, nor may copies be delivered to, any
other person without our prior written consent. We assume no obligation to
inform the Company of any facts, circumstances, events or changes in the law
that may hereafter be brought to our attention that may alter, affect or modify
the opinion expressed herein.
Based upon the foregoing and subject to the qualifications and
limitations stated herein, we are of the opinion that the (a) Shares currently
owned by the Selling Shareholders are validly issued, fully paid and
non-assessable and (b) the Shares to be issued upon exercise or conversion of
the options, warrants or debentures held by the Selling Shareholders, when
issued in accordance with the terms of the applicable warranties, options or
debentures, will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our name under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement
and further consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby concede that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations thereunder, or that we are
"experts" within the meaning of the Securities Act or such rules and regulations
promulgated thereunder.
Very truly yours,
BAER MARKS & UPHAM LLP
SFO:SSP:CAB
