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EXHIBIT 5
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
August 9, 2000
H Power Corp.
1373 Broad Street
Clifton, New Jersey 07103
Ladies and Gentlemen:
We have acted as counsel to H Power Corp., a Delaware corporation (the
"Company"), in connection with its filing with the Securities and Exchange
Commission of a Registration Statement on Form S-1 (the "Abbreviated
Registration Statement"), under the Securities Act of 1933, as amended (the
"Act") for the registration of 237,500 shares of common stock, par value $.001
per share, of the Company (the "Common Stock"). The Abbreviated Registration
Statement relates to the same class of securities registered pursuant to the
Company's Registration Statement on Form S-1 (No. 333-34234) declared effective
earlier today (the "Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement (collectively, the "Registration Statement") relate to
the proposed sale by the Company, in a public offering, of an aggregate of
7,000,000 shares of the Company's Common Stock. The Registration Statement also
relates to the proposed sale by the Company of an aggregate of up to an
additional 1,050,000 shares of Common Stock subject to the Over-Allotment
Option. All such shares of Common Stock are hereinafter referred to as the
"Shares."
In connection with this opinion, we have examined the originals, or copies
certified or otherwise identified to our satisfaction, of (i) the Company's
Certificate of Incorporation and By-Laws filed as Exhibits 3.2 and 3.3,
respectively, to the Registration Statement, (ii) the form of Underwriting
Agreement, between the Company and the Representative filed as Exhibit 1.1 to
the Registration Statement (the "Underwriting Agreement"), and (iii) such
corporate records, documents and such questions of law as we have deemed
necessary or appropriate for the purposes of this opinion. In such examinations,
we have assumed the genuineness of signatures and the conformity to original
documents of the documents supplied to us as copies. As to the various questions
of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Company. We have further
assumed that all documents examined by us in the form of drafts will, when
executed by the requisite signatories thereto, conform in substance and form in
all material respects to the drafts that we have examined.
Based upon the foregoing, and subject to the qualifications hereinafter set
forth, we are of the opinion that the Shares have been duly authorized and, when
issued in accordance with the terms and conditions of the Underwriting
Agreement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to 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 person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ MERRILL M. KRAINES
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Merrill M. Kraines
