Exhibit 5.1
September 11, 2000
Menlo Acquisition Corporation
100 Misty Lane
Parsippany, New Jersey 07054
Dear Sirs:
In connection with the pending registration under the Securities Act of 1933, as
amended (the "Act"), of 525,000 shares of common stock, par value $.0001 per
share, of Menlo Acquisition Corporation, a Delaware corporation (the "Company"),
offered for sale pursuant to the Menlo Acquisition Corporation 1999 Stock Option
Plan, (the "Shares"), we have examined such corporate records, certificates and
other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. On the basis of such examination,
we advise you that, when the Company's Registration Statement on Form S-8
relating to such Shares has become effective under the Act and the Shares have
been issued and sold as contemplated by such Plan, the Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
LOWENSTEIN SANDLER PC
