EXHIBIT 5.1
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
August 10, 2000
LoJack Corporation
333 Elm Street
Dedham, MA 02026
Re: Registration of Stock Option Plan Amendment on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by LoJack Corporation, a Massachusetts corporation (the
"Company"), of 4,854,135 shares of its common stock, par value $.01 per share
("Common Stock"), that are to be offered under and are issuable upon the
exercise of options granted and to be granted pursuant to the provisions of the
LoJack Corporation Restated and Amended Stock Incentive Plan (the "Stock Option
Plan") (all such shares shall be referred to herein as the "Registered Shares"),
the following opinion is furnished to you to be filed with the Securities and
Exchange Commission (the "Commission") as Exhibit 5.1 to the Company's
registration statement on Form S-8 (the "Registration Statement") under the Act.
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Restated Articles of Incorporation of the Company, as presently in effect,
corporate records of the Company, and such other documents as we have considered
necessary in order to furnish the opinion hereinafter set forth.
We express no opinion herein as to any laws other than the
Massachusetts Business Corporation Law and the federal law of the United States,
and we express no opinion as to state securities or blue sky laws.
Based on and subject to the foregoing, we are of the opinion that, when
issued in accordance with the terms of the Stock Option Plan and the options
granted thereunder, the Registered Shares will be duly authorized, validly
issued, fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement.
In giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
