Exhibit 5
July 21, 2000
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
Gentlemen:
We have acted as counsel to TII Industries, Inc, a Delaware corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), covering:
(a) 1,800,000 shares of the Company's Common Stock, $.01 par value
(that class of stock being referred to as the "Common Stock" and those shares of
Common Stock being referred to as the "Outstanding Shares"),
(b) 1,800,000 redeemable stock purchase warrants to purchase 1,800,000
shares of Common Stock (the "Outstanding Warrants"),
(c) 1,800,000 shares of the Company's Common Stock issuable upon
exercise of the Outstanding Warrants (the "Outstanding Warrant Shares"),
(d) 414,000 placement agent options, each entitling its holder to
purchase one share of Common Stock and a redeemable stock purchase warrant to
purchase an additional share of Common Stock (the "Placement Agent Options"),
(e) 414,000 shares of Common Stock issuable upon exercise of the
Placement Agent Options (the "Placement Agent Option Shares"),
(f) 414,000 warrants issuable upon exercise of the Placement Agent
Options (the "Placement Agent Option Warrants"), and
(g) 414,000 shares of Comon Stock issuable upon exercise of the
Placement Agent Option Warrants (the "Placement Agent Warrant Shares").
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of the exhibits to the Registration Statement and all such
corporate records and of all such agreements, certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies or facsimiles. As to any facts material to such opinion, we have, to the
extent that relevant facts were not independently established by us, relied on
certificates of public officials and certificates of officers or other
representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that:
(a) the Outstanding Shares are legally issued, fully paid and
non-assessable;
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(b) the Outstanding Warrants are legal, valid and binding obligations
of the Company;
(c) the Outstanding Warrant Shares, when sold, paid for and issued upon
exercise of the Outstanding Warrants in accordance with the terms and provisions
of the Outstanding Warrants, will be legally issued, fully paid and
non-assessable;
(d) the Placement Agent Options are legal, valid and binding
obligations of the Company;
(e) the Placement Agent Option Shares, when sold, paid for and issued
in accordance with the terms and provisions of the Placement Agent Options, will
be legally issued, fully paid and non-assessable;
(f) the Placement Agent Option Warrants, when sold, paid for and issued
in accordance with the terms and provisions of the Placement Agent Options, will
be legal, valid and binding obligations of the Company; and
(g) the Placement Agent Warrant Shares, when sold, paid for and issued
in accordance with the terms and provisions of the Placement Agent Options, will
be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K promulgated under the Act.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.
Very truly yours,
/s/ PARKER CHAPIN LLP
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