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Exhibit 5.1
__________, 2000
Beacon Power Corporation
6D Gill Street
Woburn, MA 01801
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (the
"Registration Statement") filed by Beacon Power Corporation (the "Company")
with the Securities and Exchange Commission on the date hereof in connection
with the registration under the Securities Act of 1933, as amended, of
________ shares of common stock, $0.01 par value (the "Common Stock").
In connection with this opinion, we have examined the following
documents and records:
(1) The Amended and Restated Certificate of Incorporation of the
Company, as amended to date;
(2) The By-Laws of the Company, as amended to date;
(3) Specimen certificate of the Common Stock; and
(4) All corporate minutes and proceedings of the Company relating
to the issuance of the Common Stock being registered under the Registration
Statement.
We have also examined such further documents, records and proceedings as
we have deemed pertinent in connection with the issuance of the Common Stock.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the completeness and authenticity of all
documents submitted to us as originals, and the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed
copies, and the validity of all laws and regulations. We also are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, registration, issuance and sale of the
Common Stock.
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We are qualified to practice law in the Commonwealth of Massachusetts
and we do not purport to express any opinion herein concerning any law other
than the laws of the Commonwealth of Massachusetts and the federal law of the
United States.
Based upon such examination, it is our opinion that the Common
Stock, when issued and paid for, will be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus which is part
of the Registration Statement.
Very truly yours,
Edwards & Angell, LLP
