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Exhibit 5.1
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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
June 22, 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,
covering the offering and possible future sale by certain holders of 1,161,343
shares (of which 119,161 shares are issuable upon the exercise of options) of
Common Stock, $.01 par value (the "Shares"), of Electric Fuel Corporation, a
Delaware corporation (the "Company").
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.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and nonassessable (or, in
the case of the Shares underlying options, upon the exercise of such options in
accordance with the terms of the relevant option grant and upon receipt of
payment therefor, such Shares will be duly authorized and validly issued and
will be fully paid and nonassessable).
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
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Ropes & Gray
