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EXHIBIT 5
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
June 27, 2000
Robotic Vision Systems, Inc.
5 Shawmut Road
Canton, Massachusetts 02021
Re: Registration of 3,000,000 shares of Common Stock
under the Securities Act of 1933, as amended
Ladies and Gentlemen:
In our capacity as counsel to Robotic Vision Systems, Inc., a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a Registration Statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of an additional 3,000,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Stock") to be issued upon
the exercise of options or other purchase rights, which may be granted
subsequent hereto to acquire shares of Common Stock under the Company's 1996
Stock Plan (the "Plan").
In that connection, we have examined the Restated Certificate of
Incorporation, as amended, and the By-Laws, as amended, of the Company, the
Registration Statement, the Plan, corporate proceedings of the Company relating
to the issuance of the Stock pursuant to the Plan, and such other instruments
and documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as 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
Stock has been duly and validly authorized and, when issued and paid for as
described in the Plan, will be duly and 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.
Very truly yours,
Cooperman Levitt Winikoff Lester & Newman, P.C.
By: /s/ Ira Roxland
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Ira Roxland
A Member of the Firm
