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EXHIBIT 5
[Letterhead of Sonnenschein Nath & Rosenthal]
August 7, 2000
Robotic Vision Systems, Inc.
5 Shawmut Road
Canton, Massachusetts 02021
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
Ladies and Gentlemen:
We have acted as counsel to Robotic Vision Systems, Inc., a Delaware
corporation (the "Company") in connection with a Registration Statement on Form
S-3 (the "Registration Statement") being filed contemporaneously herewith by
the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), covering 18,000 shares of Common Stock,
$.01 par value, of the Company (the "Common Stock") issuable upon the exercise
of certain common stock purchase warrants ("Warrants") held of record by the
person identified in the Registration Statement as the Selling Stockholder.
In that connection, we have examined the Restated Certificate of
Incorporation and the By-Laws of the Company, both as amended to date, the
Registration Statement, corporate proceedings of the Company relating to the
issuance of the Common Stock and such other instruments and documents as we
have deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the authenticity of
all instruments presented to us as originals, the genuineness of all signatures
and the conformity to original documents of all copies furnished to us as
original or photostatic copies. We have also assumed that the corporate records
furnished to us by the Company include all corporate proceedings taken by the
Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock has been validly authorized and, as and when paid for and issued
pursuant to the terms of the Warrants, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement. We do not, by giving such consent, admit that we are within the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/Ira Roxland
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A Member of the Firm
