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Exhibit 5.1
OPINION AND CONSENT OF HARRIS BEACH LLP
November 8, 2000
Electric Fuel Corporation
120 Wood Avenue South, Suite 300
Iselin, New Jersey 08830
Re: Registration Statement on Form S-3
3,250,000 shares of Common Stock and/or Warrants to Purchase
Common Stock of Electric Fuel Corporation
Ladies and Gentlemen:
We are acting as legal counsel to Electric Fuel Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 3,250,000
shares of common stock, par value of $.01 per share, of the Company ("Common
Stock"), and warrants to purchase Common Stock ("Warrants"), as contemplated by
the Company's Registration Statement on Form S-3, as may be amended from time to
time (the "Registration Statement").
In connection with this opinion, we have relied upon the representations
and/or certificates of the officers of the Company, and we have examined and
relied upon original, certified, conformed, photostat or other copies of (i) the
Restated Certificate of Incorporation, as amended, and Bylaws of the Company;
and (ii) the Registration Statement and the exhibits thereto.
Based on such examination and on the assumptions set forth below, we are of
the opinion that (i) the Common Stock being registered pursuant to the
Registration Statement (including shares of Common Stock issuable upon the
exercise of Warrants being registered pursuant to the Registration Statement),
when issued and delivered as contemplated by the Registration Statement and
upon receipt by the Company of such lawful consideration therefor having a value
not less than the par value thereof as the Company's Board of Directors may
determine (and, if applicable, in accordance with the terms of the Warrant
related thereto), will be validly issued, fully paid, and non-assessable, and
(ii) the Warrants being registered pursuant to the Registration Statement, when
issued and delivered as contemplated by the Registration Statement and upon
receipt by the Company of such lawful consideration therefor as the Company's
Board of Directors may determine, will be duly and validly authorized and issued
and will be valid and binding obligations of the Company.
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Electric Fuel Corporation
November 8, 2000
Page -2-
In rendering the foregoing opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto, will have become effective;
(ii) a Prospectus Supplement describing the Common Stock and/or Warrants offered
pursuant to the Registration Statement (the "Offered Securities") will have been
filed with the Securities and Exchange Commission (the "Commission"); (iii) the
definitive terms of any Offered Securities will have been established in
accordance with the authorizing resolutions of the Company's Board of Directors,
the Company's Restated Certificate of Incorporation, the Company's Bylaws, and
applicable law; (iv) any Common Stock (including shares of Common Stock issuable
upon the exercise of the Warrants being registered pursuant to the Registration
Statement) will have been duly authorized and reserved for issuance, in each
case within the limits of such Common Stock then remaining authorized but
unissued; (v) resolutions authorizing the Company to issue, offer and sell the
Offered Securities will have been validly adopted by the Company's Board of
Directors and will be in full force and effect at all times at which the Offered
Securities are offered or sold by the Company; (vi) any subscription agreement
or other agreement upon which approval of the Company's Board of Directors for
issuance of Common Stock is predicated will have been duly authorized, executed
and delivered by the prospective purchaser of such Common Stock; (vii) each
Warrant will have been duly authorized, executed and delivered by the holder
thereof; and (viii) all Offered Securities will be issued in compliance with
applicable federal and state securities laws.
The opinions set forth above are subject to the following qualifications:
(a) We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the
originals of all documents submitted to us as copies and the
authenticity of the originals of all such latter documents. We have
also assumed the accuracy of the factual matters contained in the
documents we have examined.
(b) In connection with the rendering of this opinion, we express no
opinion as to the applicability of, compliance with, or effect of the
laws of any state, or as to any matter subject to such laws, other
than the current laws of the State of New York and the Delaware
General Corporation Law.
(c) Our opinion is subject to and limited by (i) all applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of creditors'
rights generally; and (ii) general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in
equity.
(d) Our opinion is limited to matters expressly set forth herein and no
opinion is to be implied or inferred beyond the matters expressly so
stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to use our name under the caption "Legal Matters" in
the prospectus comprising part of the Registration Statement. However, this
opinion is furnished only for your benefit and may not be relied upon by any
other person or entity without our express prior written consent. This opinion
speaks only as of the date hereof and is limited to present statutes, laws and
regulations and to the facts as they currently exist, and we have assumed no
obligation to update or supplement this opinion.
HARRIS BEACH LLP
/s/ HARRIS BEACH LLP
