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EXHIBIT 5.1
June 23, 2000
Semiconductor Laser International Corporation
15 Link Drive
Binghamton, New York 13904
Ladies and Gentlemen:
On the date hereof, Semiconductor Laser International Corporation, a
Delaware corporation (the "Company"), intends to transmit to the Securities and
Exchange Commission a Registration Statement on Amendment No.1 to Form S-3 on
Form S-1 (the "Registration Statement") relating to the offer and sale by the
selling shareholders named therein (the "Selling Shareholders") of 12,301,263
shares (the "Shares") of common stock, par value $0.01 per share ("Common
Stock"), of the Company, and 10,374,445 shares of Common Stock of the Company
issuable upon exercise of warrants (the "Warrants") held by certain of the
Selling Shareholders (the "Warrant Shares"). The Shares and the Warrant Shares
are collectively referred to as the "Registered Securities." This opinion is an
exhibit to the Registration Statement.
We have at times acted as special counsel to the Company with respect to
certain corporate and securities matters, and in such capacity we are familiar
with the various corporate and other proceedings taken by or on behalf of the
Company in connection with the proposed offer and sale of the Registered
Securities as contemplated by the Registration Statement. However, we are not
general counsel to the Company and would not ordinarily be familiar with or
aware of matters relating to the Company unless they are brought to our
attention by representatives of the Company.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Certificate of Incorporation as presently in effect, (ii) the
Company's By-Laws as presently in effect, (iii) minutes and other instruments
evidencing actions taken by the Company's directors and stockholders, (iv) the
Registration Statement, and (v) such other documents and instruments relating to
the Company and the proposed offering as we have deemed necessary under the
circumstances. In our examination of all such agreements, documents and
instruments, we have assumed the genuineness of all signatures and the
authenticity of all agreements, documents and instruments submitted to us as
originals and the conformity with the originals of all agreements, documents and
instruments submitted to us as certified, conformed or photostatic copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in effect
as of the date hereof.
Except as provided in the next sentence, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York and the
federal laws of the United States of America. To the extent that matters
concerning the Delaware General Corporation Law are involved in the opinions
expressed below our opinions are based solely upon our reasonable familiarity
with the Delaware General Corporation Law based on our reading of standard
published
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compilations of such laws. We express no opinion as to the application
of the securities or "Blue Sky" laws of any state, including the State of
Delaware and the State of New York, to the offer and/or sale of the Registered
Securities.
Based upon and subject to the foregoing, it is our opinion that:
1. The Shares have been duly authorized and are legally issued, fully
paid and non-assessable.
2. The Warrant Shares have been duly authorized and, subject to the
effectiveness of the Registration Statement and compliance with applicable
securities laws and other laws of various states of the United States and
foreign jurisdictions in which the Warrant Shares are offered and/or sold,
and the exercise of the Warrants and issuance and payment for the Warrant
Shares, in each case, in accordance with the terms of the Warrants, the
Warrant Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state of the United States which is
related to the offer and/or sale of the Registered Securities. We also consent
to the reference to this firm under the heading "Legal Matters" in such
Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely on it. This opinion is rendered to you as of the date hereof
and we undertake no obligation to advise you of any change, whether legal or
factual, after the date hereof.
Very truly yours,
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
SBSF:RAG:GA:DSR:CJS
