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Exhibit 5
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July 27, 2000
American Power
Conversion Corporation
132 Fairgrounds Road
West Kingston, Rhode Island 02892
Re: S-3 Registration Statement
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Ladies and Gentlemen:
We are counsel to American Power Conversion Corporation, a Delaware
corporation (the "Company"), and have represented the Company in connection with
the preparation and filing of the Company's Form S-3 Registration Statement (the
"Registration Statement"), covering the sale to the public of up to 84,955
shares of the Company's common stock (the "Common Stock"), $.01 par value per
share (the "Shares"), all of which may be sold by certain selling stockholders
of the Company as set forth in the Registration Statement.
We have reviewed the corporate proceedings taken by the Board of Directors of
the Company with respect to the authorization and issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's officers all questions of fact that
we have deemed necessary or appropriate.
We are only members of the bar of the Commonwealth of Massachusetts and are
not expert in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares
are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
