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Exhibit 5
[LETTERHEAD OF SIDLEY & AUSTIN]
July 25, 2000
Cobra Electronics Corporation
6500 West Cortland Street
Chicago, Illinois 60707
Re: Cobra Electronics Corporation
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Cobra Electronics Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the registration of 300,000 shares of common
stock, par value $.33 1/3 per share, of the Company ("Common Stock") to be
offered to participants in the Company's 2000 Stock Option Plan (the "Plan").
We are familiar with the Certificate of Incorporation, as amended, and
the By-laws of the Company and all amendments thereto and resolutions of the
Board of Directors of the Company relating to the Plan and the Registration
Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and other corporate documents, have examined such questions of law and
have satisfied ourselves as to such matters of fact as we have considered
relevant and necessary as a basis for the opinions set forth herein. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with the original documents of any copies thereof submitted to us for
our examination.
Based upon the foregoing, we are of the opinion that:
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Sidley & Austin Chicago
Cobra Electronics Corporation
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1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. Each share of the Common Stock which is newly issued pursuant to
the Plan will constitute a share of common stock of the Company which has been
duly authorized and validly issued and is fully paid and non-assessable when (i)
the Registration Statement shall have become effective under the Act; (ii) the
Company's Board of Directors or a duly authorized committee thereof shall have
duly adopted final resolutions authorizing the issuance and sale of such share
as contemplated by the Plan; and (iii) a certificate representing such share
shall have been duly executed, countersigned and registered and duly delivered
upon payment of the agreed consideration therefor (not less than the par value
thereof) determined in accordance with the terms of the Plan.
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to the application of, the
securities or blue sky laws of the various states to the sale of shares of
Common Stock. We assume no obligation to update or supplement this opinion
letter to reflect any facts or circumstances which may hereafter come to our
attention with respect to the opinions expressed above, including any change in
applicable law.
This opinion letter is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons from whom consent is required
by Section 7 of the Act or the related rules promulgated by the Commission.
Very truly yours,
/s/ Sidley & Austin
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