Exhibit 5.1
(LETTERHEAD)
December 7, 2000
Andrea Electronics Corporation
45 Melville Park Road
Melville, New York 11747
Re: Andrea Electronics Corporation
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Andrea Electronics Corporation, a New
York corporation (the "Company"), in connection with the registration of
2,463,058 shares of common stock, $.50 par value ("Common Stock"), consisting
of (i) 2,142,298 shares that may be issued upon the conversion of the Company's
Series C Convertible Preferred Stock (the "Series C Shares") and (ii) 320,760
shares of Common Stock which are currently outstanding and were issued in
connection with the Company's acquisition of Lamar Signal Processing, Ltd. (the
"Lamar Shares"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act") pursuant to a
registration statement on Form S-3 (the "Registration Statement").
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5)(i) of Regulation S-K under the 1933 Act.
As counsel to the Company, we have examined such documents and
records as we deemed appropriate.
In rendering this opinion, we have relied, as to matter of fact, upon
representations and certificates of officers and employees of the Company, and
communications from, government authorities and pubic officials; and we have
assumed the genuineness of signatures of all persons signing any documents,
the authority of all persons signing any document, the authority of all
governmental authorities and public officials, the truth and accuracy of all
matters of fact set forth in all certificates furnished to us, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us, as certified,
conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the Series C Shares
issuable upon conversion of the Company's Series C Convertible Preferred
Series C Stock when issued and delivered upon such conversion, in accordance
with the terms of the Series C Convertible Preferred Stock, will be validly
issued, fully paid and non-assessable and the Lamar Shares that are currently
outstanding were validly issued and are fully paid and non-assessable.
We are not admitted to practice in any jurisdiction other than the
State of New York. We do not purport to be expert on, and we are not
expressing an opinion with respect to, laws other than the laws of the United
States and the State of New York.
We hereby consent 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 in the category of persons whose consent required under Section 7 of
the 1933 Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/Brown & Wood LLP
