EXHIBIT 5.01
Ampex Corporation
401 Broadway
Redwood City, California
94063-3199
Telephone 415 367-2011
July 13, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Subject: Ampex Corporation
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Ladies and Gentlemen:
This opinion in provided in connection with a Form S-8 Registration Statement
(the "Registration Statement") being filed by Ampex Corporation (the "Company")
on or about July 13, 2000. The Registration Statement relates to the
registration of 2,500,000 shares of the Company's Class A Common Stock, par
value $0.01 per share (the "Shares"). The Shares have been reserved for issuance
as stock bonuses and stock purchase rights under the Company's 2000 Stock Bonus
Plan (the "Plan").
For purposes of this opinion, I have examined copies of (i) the Registration
Statement, (ii) the Certificate of Incorporation of the Company, as amended to
date, (iii) the By-laws of the Company, as amended to date, (iv) the Plan and
(v) resolutions of the Board of Directors and stockholders of the Company
relating to adoption and amendment of the Plan. In rendering the opinion
expressed herein, I have assumed the genuineness of all signatures, the
authenticity of all documents, instruments and certificates purporting to be
originals, the conformity with the original documents, instruments and
certificates of all documents, instruments and certificates purporting to be
copies, and the legal capacity to sign of all individuals executing documents,
instruments and certificates. I have also assumed that all Shares will be issued
pursuant to the Plan for a purchase price of not less than $0.01 per share.
Based upon and subject to the foregoing and to the effectiveness of the
Registration Statement, I am of the opinion that the Shares that may be issued
by the Company pursuant to the Plan, when issued and paid for in accordance with
the Plan, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit thereby that I come 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.
Very truly yours,
/s/ JOEL D. TALCOTT
Joel D. Talcott
Ampex Corporation
Vice President and General Counsel
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