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Exhibit 5.1
212-859-8000
June 16, 2000 (FAX: 212-859-4000)
Axsys Technologies, Inc.
910 Sylvan Avenue
Suite 180
Englewood Cliffs, NJ 07632
RE: Registration Statement on Form S-8:
Axsys Technologies, Inc.
Amended and Restated Long-term Stock Incentive Plan
Ladies and Gentlemen:
We are representing Axsys Technologies, Inc. (the "Company") in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to an aggregate of 200,000 shares (the "Shares") of common stock, par value $.01
per share, of the Company, issuable pursuant to the Company's Amended and
Restated Long-Term Stock Incentive Plan (the "Plan").
All assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the
Company, as we have deemed necessary or appropriate for the purposes of this
opinion. In all examinations, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of original and
certified documents and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, we have relied
upon, and assumed the accuracy of, representations and warranties contained in
documents and certificates and oral or written statements and other information
of or from representatives of the Company and
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others and assumed compliance on the part of all parties to the documents with
their covenants and agreements contained therein. We also have assumed that any
future changes to the terms and conditions of the Plan will be duly authorized
by the Company and will comply with all applicable laws.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
Shares, when issued and paid for (with the consideration received by the Company
being not less than the par value thereof) in accordance with the provisions of
the Plan and the applicable option agreements thereunder, will be duly
authorized, validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation
Law of the State of Delaware, as currently in effect, the provisions of the
Delaware Constitution applicable to corporations and the reported judicial
decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/: Kenneth R. Blackman
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Kenneth R. Blackman
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