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May 30, 2000
Ariel Corporation
2540 Route 130
Cranbury, NJ 08512
Dear Sirs:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") filed by Ariel Corporation ("Company") under the
Securities Act of 1933, as amended ("Act"), with respect to an aggregate of
1,444,000 shares of common stock, par value $.001 per share ("Common Stock") to
be offered by the Company under the Ariel Corporation 1995 Stock Option Plan, as
amended; the 1996 Directors Stock Plan, as amended; and the Schneider Stock
Option Plan (referred to hereinafter as the "Plans").
We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under the Plans, when sold in accordance with the terms of
the Plan and instruments governing their issuance, will be legally issued, fully
paid and non-assessable, although they may be subject to contractual
restrictions established by the Plans or instruments.
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Ariel Corporation
May 30, 2000
Page Two
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer and/or warrant agent and
registered by the Company's registrar, if necessary, and will conform, except as
to denominations, to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof.
Sincerely,
/s/ PAUL & ROSEN, LLP
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/sl PAUL & ROSEN, LLP
