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EXHIBIT 5
June 14, 2000
General Automation, Inc.
17731 Mitchell North
Irvine, California
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by General Automation, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission on June 16, 2000 in connection with the registration under the
Securities Act of 1933, as amended, of 1,000,000 shares of Common Stock, $.10
par value per share, of the Company (the "Shares"), which have been reserved for
issuance under the Company's 1999 Stock Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization and issuance of the Shares pursuant to the Plan as set
forth in the Plan.
Based upon such examination and subject to compliance with applicable
state securities and "blue sky" laws, it is our opinion that the Shares, when
issued pursuant to the provisions of the Plan, will constitute legally issued
and outstanding shares of the Company's Common Stock, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
HIGHAM, McCONNELL & DUNNING LLP
