EXHIBIT 5.1 AND 23.2
January 2, 2001
Board of Directors
Digital Power Corporation
41920 Christy Street
Fremont, California 94538
Re: Digital Power Corporation
Registration on Form SB-2
File No. 333-49640
Gentlemen:
We act as counsel to Digital Power Corporation (the "Company"), a
California corporation, in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of 230,000 shares of the
Company's Common Stock (the "Shares") on a registration statement on Form SB-2
("Registration Statement").
For the purpose of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the prospectus, including all amendments
thereto.
Our opinion is limited solely to matters set forth herein. Attorneys
practicing in this firm are admitted to practice in the State of California and
we express no opinion as to the laws of any other jurisdiction other than the
laws of the State of California and the laws of the United States.
Based upon and subject to the foregoing, after giving due regard to such
issues of law as we deemed relevant, and assuming that (i) the Registration
Statement becomes and remains effective, and the prospectus which is part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfill all of the requirements of the Securities Act, throughout all
periods relevant to the opinion, and (ii) all offers and sales of the Shares
have been and will be made in compliance with the securities laws of the states,
having jurisdiction thereof, we are of the opinion that the Shares issued are,
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and to be issued upon the exercise of warrants for adequate consideration will
be, validly issued, fully paid, and nonassessable.
We hereby consent in writing to the use of our opinion as an exhibit to the
Registra tion Statement and any amendment thereto.
Very truly yours,
BARTEL ENG & SCHRODER
