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EXHIBIT 5.1
[Jaffe, Raitt, Heuer & Weiss Letterhead]
August 28, 2000
Eltrax Systems, Inc.
400 Galleria Parkway, Suite 300
Atlanta, Georgia 30339
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel for Eltrax Systems, Inc., a Minnesota
corporation ("Eltrax"), in connection with the preparation of its Registration
Statement on Form S-4, as amended (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by Eltrax of shares of its common stock, par value $0.01 per share
(the "Shares"), to be issued in connection with the proposed merger of Cereus
Technology Partners, Inc., a Delaware corporation ("Cereus"), with Eltrax
pursuant to the terms of the Second Amended and Restated Agreement and Plan of
Merger, dated as of July 27, 2000, among Eltrax, Solemn Acquisition Corporation
and Cereus (the "Merger Agreement").
In rendering the opinions expressed below, we have examined and relied
upon, among other things, (i) the Merger Agreement, (ii) Eltrax's Articles of
Incorporation, as amended, incorporated by reference as an exhibit to the
Registration Statement, (iii) Eltrax's Bylaws, as amended, incorporated by
reference as an exhibit to the Registration Statement, and (iv) originals or
copies, certified or otherwise identified to our satisfaction, of other such
certificates, corporate, public or other records, and other documents as we have
deemed appropriate for the purpose of rendering this opinion letter. In
rendering this opinion, we have assumed, without independent investigation, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies. We have also made
such investigations of law as we have deemed appropriate. In rendering this
opinion we have also assumed that prior to the issuance of any of the Shares (i)
the Registration Statement, as then amended, will have become effective under
the Securities Act, (ii) the common stockholders of Cereus will have approved
and adopted the Merger Agreement and the merger, (iii) the common stockholders
of Eltrax will have approved (A) the issuance of shares of Eltrax's common stock
as contemplated by the Merger Agreement, and (B) the amendment to Eltrax's
Articles of Incorporation to increase Eltrax's authorized common stock to
100,000,000 shares, par value $0.01 per share, as described in the Registration
Statement, and (iv) the transactions contemplated by the Merger Agreement are
consummated in accordance with the Merger Agreement.
On the basis of the foregoing, we are of the opinion that the Shares,
when issued and delivered in accordance with the terms and conditions of the
Merger Agreement, will be validly issued, fully paid and non-assessable. We do
not purport to be experts on or to express any opinion in this letter concerning
any law other than the laws of the State of Michigan and the Minnesota Business
Corporation Act, and this opinion is qualified accordingly. This opinion is
limited to matters expressly set forth in this letter, and no opinion is to be
inferred or may be implied beyond the matters expressly so stated. In rendering
the opinion contained in this letter, we have assumed without investigation that
the information supplied to us by Eltrax is accurate and complete.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to Jaffe, Raitt, Heuer & Weiss,
Professional Corporation, in the joint proxy statement/prospectus constituting a
part of the Registration Statement under the caption "Legal Opinions," without
admitting that we are "experts" within the meaning of the Securities Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
/s/ Joel M. Alam
