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Exhibit 5.1
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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
June 21, 2000
Electric Fuel Corporation
120 Wood Avenue South, Suite 300
Iselin, New Jersey 08830
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), covering the offering and possible future sale by
Electric Fuel Corporation, a Delaware corporation (the "Company") of up to
3,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares").
We have acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement. For purposes of this opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
We express no opinion as to the applicability of, compliance with, or
effect of the law of any jurisdiction other than The Commonwealth of
Massachusetts and the Delaware General Corporation Law.
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Based upon the foregoing, and in reliance on and subject to the
assumptions and qualifications herein stated, we are of the opinion that when
(i) the Registration Statement, as finally amended (including all necessary
post- effective amendments), has become effective, (ii) an appropriate
Prospectus Supplement with respect to the Shares has been prepared, delivered
and filed in compliance with the Securities Act and the applicable rules
thereunder, (iii) if the Shares are sold pursuant to a purchase agreement or
underwriting agreement with respect to the Shares, such purchase agreement or
underwriting agreement has been duly authorized, executed and delivered by the
Company and the other parties thereto and is a valid and binding agreement of
the Company, except as enforcement may be limited by (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general
application affecting the rights and remedies of creditors and secured parties
and (B) general principles of equity, whether considered in a proceeding in
equity or at law), and (iv) the issuance, sale, amount and terms of the Shares
to be offered from time to time have been duly authorized and established by
proper action of the Company's Board of Directors and in accordance with the
Company's operative certificate of incorporation, By-laws and the Delaware
General Corporation Law, the Shares, when issued and sold, will be duly
authorized and validly issued and will be fully paid and nonassessable, assuming
that a sufficient number of shares of Common Stock are authorized or reserved
and available for issuance and that the consideration received by the Company
for the issuance and sale of such Shares is not less than the par value of the
Common Stock.
We understand that this opinion is to be used in connection with the
Registration Statement and we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name therein and in
the related prospectus under the caption "Legal Matters."
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
