EXHIBIT 5
NUTTER, McCLENNEN & FISH, LLP
Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110-2699
December 19, 2000
Board of Directors
Bogen Communications International, Inc.
50 Spring Street
Ramsey, NJ 07446
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Bogen Communications International, Inc.
(the "Company") in connection with the proposed registration of shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"), on a
registration statement on Form S-8 being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"). Such Registration Statement, as it may be amended or
supplemented from time to time, including all exhibits thereto, is referred to
hereinafter as the "Registration Statement."
The shares to be registered (the "Shares") consist of 150,000 Shares of
Common Stock to be purchased by the participants of The Bogen Communications
International, Inc. 401(k) Plan (the "Plan"). Certain of the Shares may be
offered and sold from time to time for the account of the persons referred to in
the Registration Statement as "Selling Stockholders."
In this regard, we have examined: (i) the Plan, (ii) the Company's
Certificate of Incorporation and Bylaws, each as amended and as presently in
effect; (iii) the Registration Statement; and (iv) such officers' certificates,
resolutions, minutes, corporate records and other documents as we have deemed
necessary or appropriate for purposes of rendering the opinions expressed
herein.
In rendering such opinions, we have assumed the authenticity of all
documents and records examined, the conformity with the original documents of
all documents submitted to us as copies and the genuineness of all signatures.
The opinions expressed herein are based solely upon our review of the documents
and other materials expressly referred to above. Other than such documents and
other materials, we have not reviewed any other documents in rendering such
opinions. Such opinions are therefore qualified by the scope of that document
examination.
Based upon and subject to the foregoing, and on such other examination
of law and fact as we have deemed necessary or appropriate in connection
herewith, we are of the opinion that, upon purchase of the Shares in accordance
with the provisions of the Plan and in their terms the Shares issued to the
Selling Shareholder will be duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
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This opinion is limited to the law of the Commonwealth of
Massachusetts, the Federal law of the United States and the General Corporation
Law of the State of Delaware. Except as expressly otherwise noted herein, this
opinion is given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not hereby admit that we
fall within the category of persons whose consent is required pursuant to
Section 7 of the Act.
Very truly yours,
Nutter, McClennen & Fish, LLP
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