OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue, New York, NY 10022
(212) 753-200
November 13, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-45548)
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-1 dated
the date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission by Lumenon Innovative Lightwave Technology, Inc., a Delaware
corporation (the "Company"). The Registration Statement relates to an aggregate
of 10,800,000 shares of Common Stock, $.001 par value, of the Company (the
"Shares"), of which (i) 2,616,414 have been issued and (ii) 6,183,586 are
issuable upon exercise of outstanding warrants issued in July 2000 (the
"Warrants") and upon conversion of outstanding convertible notes issued in July
2000 (the "Notes").
We advise you that we have examined originals or copies certified
or otherwise identified to our satisfaction of the Certificate of Incorporation
and By-laws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
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Securities and Exchange Commission
November 13, 2000
Page -2-
Based upon the foregoing, we are of the opinion that the Shares
have been, or when issued and paid for in accordance with the terms of the Notes
and Warrants, as the case may be, will be, duly and validly issued, fully paid
and non-assessable.
We are members of the Bar of the State of New York and we express
no opinion as to the laws of any jurisdiction other than the 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.
We consent to the reference to this firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Olshan Grundman Frome Rosenzweig & Wolosky LLP
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
