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EXHIBIT 5.1
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-4896
(212) 541-6222
August 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Armor Holdings, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Armor Holdings, Inc. a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement")
pertaining to the registration by the Company under the Securities Act of
1933, as amended, of an offering of up to an aggregate of 2,725,000 shares
of the Company's Common Stock, $.01 par value per share (the "Shares"),
pursuant to the Armor Holdings, Inc. 1999 Stock Incentive Plan (the "1999
Plan") and the Armor Holdings, Inc. 1998 Stock Option Plan (the "1998 Plan"
and collectively with the 1999 Plan, the "Plans").
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of
this opinion. In our examination, we have assumed 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 copies.
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We have relied, without independent investigation, upon a certificate
from the Company's Chief Executive Officer that the number of shares which
the Company is authorized to issue in its Certificate of Incorporation, as
amended, exceeds the sum of (i) the number of shares of the Company's
Common Stock outstanding, (ii) the number of shares of the Company's Common
Stock held as treasury shares, and (iii) the number of shares of the
Company's Common Stock which the Company is obligated to issue (or has
otherwise reserved for issuance for any purposes), by at least the number
of shares which may be issued in connection with the Plans, and we have
assumed for purposes of our opinion herein that such condition will remain
true at all future times relevant to this opinion. We have also assumed
that the Company will cause certificates representing Shares issued in the
future to be properly executed and delivered and will take all other
actions appropriate for the due and proper issuance of such Shares. We have
assumed for purposes of this opinion that options issued under the Plans
and the Shares issuable upon exercise of such options have been duly
authorized by all necessary corporate action on the part of the Company and
such options have been duly authorized and granted under the Plans. We
express no opinion regarding any shares reacquired by the Company after
initial issuance.
We are members of the Bar of the State of New York and are not
admitted to practice law in any other jurisdiction. We do not hold
ourselves out as being conversant with, and express no opinion as to, the
laws of any jurisdiction other than the laws of the State of New York,
the General Corporation Law of the State of Delaware, and laws of the
United States of America.
Subject to the limitations stated in this letter, and subject further
to the following limitations, it is our opinion that (i) the Shares issued
by the Company, upon due exercise of any option under and in accordance
with the 1999 Plan pursuant to which such option was granted, will, upon
delivery thereof and receipt by the Company of all and adequate
consideration owed to the Company under the terms of such option and the
1999 Plan, be validly issued, fully paid and nonassessable and (ii) the
Shares issued by the Company, upon due exercise of any option under and in
accordance with the 1998 Plan pursuant to which such option was granted,
will, upon delivery thereof and receipt by the Company of all and adequate
consideration owed to the Company under the terms of such option and the
1998 Plan, be validly issued, fully paid and nonassessable.
The foregoing assumes that the aforesaid Registration Statement will
become and remain effective under the Securities Act of 1933, as amended,
prior to any offering of the Shares pursuant to the terms thereof and will
be amended, as appropriate, and that there will be compliance with all
applicable state securities laws in connection with the
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offering of such securities, as well as compliance with the terms of the
offering set forth in the Registration Statement.
This opinion is rendered solely for your benefit and may not be relied
upon by any other person or entity. This opinion is provided to you as of
the date hereof. We undertake no, and hereby disclaim any obligation to
advise you of any change in any matter set forth herein. Without our prior
written consent, this opinion may not be quoted in whole or in part or
otherwise referred to in any report or document furnished to any person or
entity.
We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Kane Kessler, P.C.
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Kane Kessler, P.C.
