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EXHIBIT 5 and 23
October 19, 2000
Optelecom, Inc.
9300 Gaither Road
Gaithersburg, MD 20877
Re: Form S-8 Registration Statement of Optelecom, Inc.
Ladies and Gentlemen:
The undersigned has acted as counsel for Optelecom, Inc., a Delaware
corporation (the "Company"), in connection with the above referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 500,000 shares of the
Company's Common Stock, $.03 par value ("Common Stock") that may be offered and
sold to the employees of the Company pursuant to the Optelecom, Inc. 2000 Non-
Qualified Stock Option Plan and the Optelecom, Inc. Employee Stock Purchase Plan
(collectively referred to as the "Plans"). This Opinion Letter is rendered
pursuant to Item 8 of Form S-8 and Item 601(b) (5) of Regulation S-K.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications and
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith.
Subject to the foregoing, we are of the opinion that the 500,000 shares of
Common Stock issuable under the Plans and covered by the Registration Statement,
when delivered to participants in accordance with the terms and conditions of
the Plans, will be legally and validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the laws of the State of
Delaware as codified in the General Corporation Law in the State of Delaware.
This Opinion Letter is provided to you for your benefit and for the benefit of
the Commission, in each case, solely with regard to the Registration Statement,
may be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without the prior written consent of the undersigned.
We hereby consent to the filing of this Opinion Letter as an exhibit to the
Registration Statement and the use of our name whenever appearing in the
Registration Statement.
Sincerely,
Karp Frosh, Lapidus, Wigodsky &
Norwind, P.A.
Corporate Counsel
By: David L. Lowans
