EXHIBIT 5.1
-----------
July 5, 2000
Paragon Technologies, Inc.
600 Kuebler Road
PO Box 70
Easton, PA 18044-0070
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Paragon Technologies, Inc., a Pennsylvania
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), an aggregate of 148,784 shares
of the Company's Common Stock, $1.00 par value (the "Common Stock"), 98,784 of
which (the "Purchase Agreement Shares") have been issued in connection with a
Stock Purchase Agreement (the "Purchase Agreement") among the Company, Ermanco
Incorporated and the Stockholders of Ermanco Incorporated (the "Selling
Shareholders"), and 9,991 shares of Common Stock issued to the Selling
Shareholders pursuant to the terms of Subordinated Promissory Notes (the
"Interest Shares"), and an additional 40,009 shares of Common Stock which may be
issued to the Selling Shareholders pursuant to the terms of Subordinated
Promissory Notes (the "Future Shares" and, together with the Purchase Agreement
Shares and the Interest Shares, the "Shares").
The opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Registration Statement on Form S-3 (the
"Registration Statement"); (ii) the Purchase Agreement; (iii) the Subordinated
Promissory Notes (iv) a registration rights agreement between the Company and
each of the Selling Shareholders; (v) the Company's Certificate of Incorporation
and Bylaws, as in effect on the date hereof; (vi) certain resolutions of the
Board of Directors of the Company relating to, among other things, the issuance
of the Shares; and (vii) such other documents relating to the Company and the
proposed issuance of the Shares as we have deemed necessary or appropriate as a
basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the Bar of the Commonwealth of
Pennsylvania, and we express no opinion as to the laws of any other jurisdiction
other than the Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Purchase Agreement Shares and the Interest Shares have been duly and validly
issued and are fully-paid and non-assessable by the Company under the
Pennsylvania Business Corporation Law and that when issued and delivered in
accordance with the terms of the Subordinated Promissory Notes, the Future
Shares will be duly and validly issued, fully paid and nonassessable by the
Company under the Pennsylvania Business Corporation Law.
<PAGE>
Paragon Technologies, Inc.
July 5, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus filed as part of the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
This opinion is furnished by us, as your counsel, in connection with
the filing of the Registration Statement and, except as provided in the
immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our express written
permission or relied upon by any other person.
Very truly yours,
/S/ PEPPER HAMILTON LLP
PEPPER HAMILTON LLP
