EXHIBIT 5.1
OPINION OF SCHNADER HARRISON SEGAL & LEWIS LLP
November 14, 2000
Board of Directors
Elcotel, Inc.
6428 Parkland Drive
Sarasota, Florida 34243
Re: Registration Statement on Form S-8
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 500,000 shares of common stock of Elcotel (the "Shares") issuable
upon exercise of options granted to optionees pursuant to the Elcotel, Inc. 1991
Stock Option Plan (the "Plan").
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 Plan 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
