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EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
July 28, 2000
H Power Corp.
1373 Broad Street
Clifton, NJ 07013
Ladies and Gentlemen:
In connection with Amendment No. 5 to the Registration Statement on
Form S-1 (the "Registration Statement") filed by H Power Corp., a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Act"), relating to the public offering by the Company of up to 8,050,000 shares
(the "Shares") of its Common Stock ("Common Stock"), par value $.001 per share
(including up to 1,050,000 shares of Common Stock which will be purchased by the
underwriters if the underwriters exercise the option granted to them to cover
over-allotments), we, as counsel for the Company, have examined such corporate
records, other documents and questions of law as we have considered necessary or
appropriate for the purposes of this opinion. Our opinion set forth below is
limited to the General Corporation Law of the State of Delaware.
We assume that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we advise you that, in our opinion, the
Shares have been duly and validly authorized and, when issued and sold in the
manner contemplated by the Underwriting Agreement, a form of which has been
filed as an exhibit to the Registration Statement (the "Underwriting
Agreement"), and upon receipt by the Company of payment therefor as provided
in the Underwriting Agreement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption
"Legal Matters" in the Prospectus contained therein. This consent is not to
be construed as an admission that we are a party whose consent is required to
be filed with the Registration Statement under the provisions of the Act or
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
The opinion expressed herein is solely for your benefit, and may be
relied upon only by you.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
