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Exhibit 5.1
November 27, 2000
ImageWare Systems, Inc.
10883 Thornmint Road
San Diego, CA 92127
Re: REGISTRATION STATEMENT ON FORM S-8 FOR 739,573 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 739,573 shares of common stock,
$.01 par value per share (the "Common Stock"), of ImageWare Systems, Inc., a
California corporation (the "Company"), which will, or have been, issued
pursuant to the Company's 1994 Employee Stock Option Plan, 1994 Non-Qualified
Stock Option Plan and 1999 Stock Option Plan (collectively, the "Plans").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined, among other things, originals and
copies, certified or otherwise, identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examination and
assumptions, we are of the opinion that assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plans, when
issued in accordance with the Registration Statement and the provisions of the
Plans will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LUCE, FORWARD, HAMILTON & SCRIPPS, LLP
