EXHIBIT 5.1
July 27, 2000
03-020-018
COMARCO, Inc.
2 Cromwell
Irvine, California 92618
Ladies and Gentlemen:
You have requested our opinion with respect to 200,000
shares of the Common Stock (the "Shares") of COMARCO, Inc., a California
corporation (the "Company"), which Shares are to be issued upon the exercise of
stock options (the "Options") granted and to be granted pursuant to the terms of
the Company's 1995 Employee Stock Option Plan (as restated June 2000) (the
"Restated Plan"). The Shares are the subject of a Registration Statement on Form
S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
We have examined the Company's Restated Articles of
Incorporation, Bylaws and the Restated Plan. We have also examined the records
of corporate proceedings taken in connection with the adoption of the Restated
Plan.
Based upon the foregoing examinations and upon the
applicable laws, we are of the opinion that the shares of Common Stock, when
offered, sold and paid for pursuant to the exercise of options granted under the
Restated Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ RIORDAN & McKINZIE
