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EXHIBIT 5
[ARNOLD & PORTER LETTERHEAD]
December 13, 2000
Board of Directors
Numerex Corporation
1600 Parkwood Circle SE
Suite 200
Atlanta, GA 30339
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") of Numerex Corp., a Pennsylvania corporation (the
"Company"), with respect to the 1,652,823 shares of Class A common stock, no par
value ("Common Stock"), that are to be offered or sold pursuant to (i) the
Amended and Restated 1994 Employee Stock Option Plan, the Amended and Restated
1994 Stock Option Plan for Non-Employee Directors, and the 1999 Long-Term
Incentive Plan (together, the "Plans") and (ii) upon exercise of certain stock
options.
We have been requested to furnish an opinion to be included as Exhibit
5 to the Registration Statement. In conjunction with the furnishing of this
opinion, we have examined such corporate documents and have made such
investigation of matters of fact and law as we have deemed necessary to render
this opinion.
The opinions set forth herein are subject to the following
qualifications, which are in addition to any other qualifications contained
herein:
A. We have assumed without verification the genuineness of all
signatures on all documents, the authority of the parties (other than the
Company) executing such documents, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as copies.
B. The opinions set forth herein are based on existing laws,
ordinances, rules, regulations, and judicial and administrative decisions as
they presently have been interpreted, and we can give no assurances that our
opinions would not be different after any change in any of the foregoing
occurring after the date hereof.
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C. We have assumed without verification that, with respect to the
minutes of any meetings of the Board of Directors or any committees thereof of
the Company or of the stockholders of the Company that we have examined, due
notice of the meetings was given or duly waived, the minutes accurately and
completely reflect all actions taken at the meetings and a quorum was present
and acting throughout the meetings.
D. We have assumed without verification the accuracy and completeness
of all corporate records made available to us by the Company.
E. We express no opinion as to the effect or application of any laws or
regulations other than the Pennsylvania Business Corporation Law as in effect on
this date. We are not members of the Bar of the Commonwealth of Pennsylvania and
have not obtained any opinions of local counsel. As to such matters, we have
relied exclusively on the latest standard compilation of such statute as
reproduced in commonly accepted unofficial publications available to us.
Based upon such examination and investigation and upon the assumption
that there will be no material changes in the documents we examined and the
matters investigated, we are of the opinion that the shares of Common Stock
included in the Registration Statement have been duly authorized by the Company
and that, when issued in accordance with the terms of the Plans or upon exercise
of the options, such shares of Common Stock will be validly issued, fully paid
and nonassessable under the Pennsylvania Business Corporation Law of 1988 as in
effect on this date.
This letter is given for your sole benefit and use and does not address
any matters other than those expressly addressed herein. No one else is entitled
to rely hereupon. This letter speaks only as of the date hereof. We undertake no
responsibility to update or supplement it after such date.
We hereby consent to your filing of this opinion as Exhibit 5 to the
Form S-8 Registration Statement. By giving such 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/Arnold & Porter
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ARNOLD & PORTER
