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EXHIBIT 5
November 27, 2000
Benthos, Inc.
49 Edgerton Drive
Falmouth, Massachusetts 02556
Ladies and Gentlemen:
You are seeking to register 300,000 shares of Common Stock, $.06 2/3 par
value per share, of Benthos, Inc. (the "Company") under the Securities Act of
1933, as amended, which may be issued as employee awards either directly by the
Company or pursuant to options granted under the Benthos, Inc. 2000 Stock
Incentive Plan. You have requested that we furnish to you an opinion as to the
legality of these securities, which opinion is to be filed as Exhibit 5 to your
Registration Statement on Form S-8 with respect to such securities (the
"Registration Statement").
We have examined the Restated Articles of Organization and By-Laws of the
Company, as amended, copies of votes of the Board of Directors of the Company,
the Registration Statement as filed with the Securities and Exchange Commission
(the "Commission") with respect to the offering of such securities, and such
other documents as we deemed pertinent. We have also made such examination of
law as we have felt necessary in order to render this opinion.
We are of the opinion and advise you that, upon the issuance of an
appropriate order by the Commission allowing the Registration Statement to
become effective, the shares of Common Stock being registered will be legally
issued, fully paid and nonassessable.
This opinion does not pass on the application of the "Blue Sky" or
securities law of the various states.
We hereby consent that this opinion may be filed as an exhibit to the
Registration Statement. We further consent to the use of our name and to all
references to us included in or made a part of the Registration Statement.
Yours very truly,
DAVIS, MALM & D'AGOSTINE, P.C.
By WILLIAM F. GRIFFIN ,JR.
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William F. Griffin, Jr.,
Managing Director
