EXHIBIT 5.1
July 6, 2000
Board of Directors
Elcotel, Inc.
6428 Parkland Drive
Sarasota, Florida 34243
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel for Elcotel, Inc. ("Elcotel") in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933 of a Registration Statement on Form S-8 relating to
shares of common stock of Elcotel (the "Shares") covered by the options granted
to optionees under the Elcotel, Inc. 1999 Stock Option Plan (the "Options").
As counsel for Elcotel, we have examined such corporate records and other
documents of Elcotel and considered such questions of law as we have deemed
necessary or appropriate for purposes of this opinion. On the basis of such
examination, we are of the opinion that the Shares have been duly authorized,
and when duly issued against payment of the purchase price therefor pursuant to
the Options and due exercise of the options thereunder, will be validly issued,
fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
SCHNADER HARRISON SEGAL & LEWIS LLP
