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Exhibit 5 and 23
December 1, 2000
Board of Directors
Optelecom, Inc.
9300 Gaither Road
Gaithersburg, Maryland 20877
Gentlemen:
This firm represented Optelecom, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration Statement on Form S-2A (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), in which the Company is
registering 700,000 shares of its Common Stock, $.03 par value, for sale by the
Company (the "Shares").
We are familiar with the Certificate of Incorporation and Bylaws, as
amended, of the Company as they applied to, and with the corporate proceedings
taken by the Company in connection with, the proposed issuance of the Shares. In
connection with this opinion, we have examined and relied upon the originals or
copies of such agreements, memoranda, certificates, records and other documents
("Documents") as in our judgment are necessary to enable us to render the
opinion expressed below. We have assumed, without investigation, the
authenticity of all Documents submitted to us as originals or copies, the
genuineness of all signatures, the conformity to original documents of all
copies, the legal capacity of each individual who has executed Documents and the
due authorization, execution and delivery of Documents by each party thereto
other than the Company. As to factual matters, we have relied upon and assumed,
without independent investigation, the completeness and accuracy of certificates
of public officials and of officers of the Company. Nothing has come to our
attention, however, that would cause us to believe that the information
contained in such certificates is not true and correct in all material respects.
Based upon a review of such documents and consideration of such matters of
law and fact as we deem appropriate, we are of the opinion that the Shares, when
issued, will be legally issued by the Company and, when sold, will be fully paid
and nonassessable.
This opinion is provided solely for the benefit of the addressee hereof and
is not to be relied upon by any other person. We hereby consent to the use of
this opinion and to the reference to our firm in the Registration Statement and
any amendments thereto.
Very truly yours,
Karp Frosh, Lapidus, Wigodsky
& Norwind, P.A.
