Exhibit 5.1
April 30, 2014
Cyalume Technologies Holdings, Inc.
910 SE 17th Street, Suite 300
Fort Lauderdale, FL 33316
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to an aggregate of 650,000 shares (the “Shares”) of the common stock, par value $0.001 per share, of Cyalume Technologies Holdings, Inc. (the “Company”), issuable under the Cyalume Technologies Holdings, Inc. 2009 Omnibus Securities and Incentive Plan (the “Plan”).
In connection with the preparation of the Registration Statement and this opinion letter, we have examined, considered and relied upon the following documents (collectively, the “Documents”):
(i) the Company’s Fifth Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of Delaware on December 19, 2008, as amended by the Certificate of Amendment, as filed with the Secretary of State of Delaware on July 9, 2013;
(ii) the Company’s Amended and Restated Bylaws, as amended through the date hereof;
(iii) resolutions of the board of directors of the Company;
(iv) the Registration Statement and schedules and exhibits thereto;
(v) a copy of the Plan; and
(vi) such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinion contained herein.
In rendering the opinion set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, and the veracity of the Documents. For the purposes of the opinion set forth below, we have also assumed that in connection with the issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance. As to questions of fact material to the opinion hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents and upon statements of officers of the Company.
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Based upon the foregoing examination, and subject to the qualifications set forth below, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the provisions of the Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware, all rules and regulations underlying such statutory provisions of law, and all applicable judicial and regulatory determinations concerning such laws as reported in publicly available compilations of such judicial and regulatory determinations, as well as the federal laws of the United States of America. Our opinion is rendered only with respect to laws, and the rules, regulations and determinations thereunder, which are currently in effect.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Greenberg Traurig, LLP
GREENBERG TRAURIG, LLP
Greenberg Traurig, LLPn Attorneys at Lawn WWW.GTLAW.COM
1750 Tysons Boulevard, Suite 1200nMcLean, Virginia 22102nTel 703.749.1300nFax 703.749.1301