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EXHIBIT 5.1
August 17 2000
Irvine Sensors Corporation
3001 Redhill Avenue, Building III
Costa Mesa, CA 92626
Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") of Irvine Sensors Corporation, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the
"Commission"), filed on or about August 17, 2000, covering the registration
under the Securities Act of 1933, as amended (the "Act") of an aggregate of
6,900,602 shares of common stock, $0.01 par value, of the Company (the "Shares")
for resale by certain selling stockholders of the Company (the "Selling
Stockholders").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly organized, validly existing and in good
standing under the laws of the State of Delaware; and
2. The Shares issued to the Selling Stockholders or issuable upon
exercise of the outstanding warrants as described in the Registration Statement
are duly authorized and are (or will be, when issued in accordance with the
terms of the respective instruments) validly issued, fully paid and
nonassessable.
We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matters," as counsel who will pass upon the legality of
the Shares for the Company and to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Grover T. Wickersham, P.C.
Grover T. Wickersham, P.C.
