Exhibit 5
MILBERG WEISS BERSHAD HYNES & LERACH LLP
January 9, 2001
Conolog Corporation
5 Columbia Road
Somerville, New Jersey 08876
Re: Conolog Corporation
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Conolog Corporation, a Delaware corporation
("Conolog"), in connection with the preparation and filing by Conolog of a
registration statement (the "Registration Statement") on Form S-3, under the
Securities Act of 1933, relating to the sale of (i) 3,000,000 shares of
Conolog's Common Stock, par value $.01 per share (the "Common Stock") by Clog II
LLC.
We have examined the Certificate of Incorporation and the By-Laws of
Conolog, the minutes of the various meetings and consents of the Board of
Directors of Conolog, forms of certificates evidencing the Common Stock,
originals or copies of such records of Conolog, agreements, certificates of
public officials, certificates of officers and representatives of Conolog and
others, and such other documents, certificates, records, authorizations,
proceedings, statutes and judicial decisions as we have deemed necessary to form
the basis of the opinion expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to originals of all documents submitted to
us as copies thereof.
As to various questions of fact material to this opinion, we have relied
upon statements and certificates of officers and representatives of Conolog and
others.
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Based on the foregoing, we are of the opinion that the 3,000,000 shares of
Common Stock will, upon sale thereof in the manner contemplated by the
Registration Statement, be legally issued, fully paid and nonassessable.
We hereby consent to be named in the Registration Statement and the
prospectus as attorneys who have passed upon legal matters in connection with
the offering of the securities offered thereby under the caption "Legal
Matters."
We further consent to your filing a copy of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
By:
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Arnold N. Bressler
A Member of the Firm
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