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EXHIBIT 5.1
[LETTERHEAD OF JAFFE, RAITT, HEUER & WEISS]
September 1, 2000
Eltrax Systems, Inc.
400 Galleria Parkway
Suite 300
Atlanta, Georgia 30339
Gentlemen:
We have acted as counsel to Eltrax Systems, Inc. (the "Company"), a
Minnesota corporation, in connection with the registration by the Company of
3,648,788 shares (the "Shares") of Common Stock, $.01 par value per share
("Common Stock"), pursuant to a registration statement on Form S-3 filed with
the Securities and Exchange Commission on September 1, 2000 (the "Registration
Statement"). This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
229.601(b)(5), in connection with the Registration Statement.
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
General Corporation Law of Minnesota, and this opinion is qualified accordingly.
This opinion is limited to the 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 the Company is
accurate and complete.
For purposes of this opinion letter, we have examined copies of the
following documents:
A. an executed copy of the Registration Statement;
B. the Company's Amended and Restated Articles of Incorporation
(the "Articles");
C. the Bylaws of the Company, as amended;
D. the Company's corporate minute book;
E. the following warrants ("Warrants") covering the Warrant
Shares (as that term is defined below):
1. Warrant dated September 1, 2000 issued to PNC Bank,
National Association to purchase 12,532 shares of common
stock of the Company at $.01 per share;
2. Warrant, dated July 27, 2000, to purchase 104,168 shares
of Eltrax common stock granted to Strong River
Investments, Inc.;
3. Warrant, dated July 27, 2000, to purchase 52,083 shares
of Eltrax common stock granted to Strong River
Investments, Inc.;
4. Warrant, dated July 27, 2000, to purchase to purchase
26,041 shares of Eltrax common stock granted to Strong
River Investments, Inc.;
5. Warrant dated July 27, 2000 to purchase 104,168 shares of
Eltrax common stock granted to Bay Harbor Investments,
Inc.;
6. Warrant, dated July 27, 2000, to purchase 52,083 shares
of Eltrax common stock granted to Bay Harbor Investments,
Inc.; and
7. Warrant dated July 27, 2000 to purchase 26,041 shares of
Eltrax common stock granted to Bay Harbor Investments,
Inc.
F. the Convertible Debenture Purchase Agreement dated July 27,
2000 ("Purchase Agreement");
Exhibit 5.1, Page 1
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G. the following convertible debentures (along with debentures
that may be issued under the Purchase Agreement,
"Debentures"):
1. 5.0% Convertible Debenture due July 26, 2000
issued to Bay Harbor Investments, Inc.; and
2. 5.0% Convertible Debenture due July 26, 2000
issued to Strong River Investments, Inc.
H. Registration Rights Agreement dated June 29, 2000 between
Eltrax and E.piphany, Inc.;
I. Resolutions of the Company's Board of Directors adopted on or
as of July 19, 2000, July 27, 2000 and July 29, 2000;
J. Letter Agreement with Cardinal Capital dated August 28, 2000
("Cardinal Letter Agreement");
K The Registration Rights Agreement covering certain of the
Shares; and
L An Officer's Certificate (the "Certificate"), a copy of which
is attached to this letter as Exhibit A.
The documents listed in items A-L above are collectively referred to as
the "Documents".
In rendering our opinion, we have assumed, without independent
verification, that: (i) all signatures are genuine; (ii) all Documents submitted
to us as originals are authentic; and (iii) all Documents submitted to us as
copies conform to the originals of such Documents. Our review has been limited
to examining the Documents and applicable law.
To the extent that any opinion in this letter relates to or is
dependent upon factual information, we have relied exclusively upon the factual
representations and warranties set forth in the Certificate, and we have not
undertaken to independently verify any such facts or information.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof:
1. The Shares that may be issued in the future upon exercise of
the Warrants ("Warrant Shares") have been duly authorized.
2. Upon issuance in the manner described in the Warrants, and
upon payment of the exercise price for the Warrant Shares, the
Warrant Shares will be validly issued, fully paid and
non-assessable.
3. The Shares that may be issued in the future upon conversion of
the Debentures ("Debenture Shares") have been duly authorized.
4. Upon issuance in the manner described in the Debentures, the
Debenture Shares will be validly issued, fully paid and
non-assessable.
5. The Shares that may be issued in the future pursuant to the
Cardinal Letter Agreement (the "Cardinal Shares") have been
duly authorized.
6. Upon issuance in the manner described in the Cardinal Letter
Agreement, the Cardinal Shares will be validly issued, fully
paid and non-assessable.
7. The Shares that are not Warrant Shares, Debenture Shares or
Cardinal Shares are validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement, and to the use of the name of our firm in the
Prospectus under the caption "Legal Matters".
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
Joel M. Alam
Exhibit 5.1, Page 2
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EXHIBIT "A"
OFFICER'S CERTIFICATE
The undersigned, the duly elected and acting Chief Financial Officer of
ELTRAX SYSTEMS, INC., a Minnesota corporation (the "Company"), hereby represents
and warrants the following to Jaffe, Raitt, Heuer & Weiss, professional
corporation ("JRH&W"):
1. The Company is a corporation formed under the laws of the
State of Minnesota.
2. The Amended and Restated Articles of Incorporation of the
Company have not been amended since April 27, 2000.
August 31, 2000
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William A. Fielder III
Chief Financial Officer
Exhibit 5.1, Page 3
