Exhibit 5.1
January 26, 2023
Kopin Corporation
125 North Drive
Westborough, MA 01581
Ladies and Gentlemen:
This opinion is furnished to you in connection with the filing of a prospectus supplement, dated January 24, 2023 (the “Prospectus Supplement”), to a Registration Statement on Form S-3, Registration No. 333-253933 (the “Registration Statement”) filed by Kopin Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the sale of up to 17,000,000 shares of the Company’s common stock (the “Shares”), pre-funded warrants to purchase up to an aggregate of 6,000,000 shares of the Company’s common stock (the “Pre-Funded Warrants”, and such shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated January 24, 2023 by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several Underwriters named therein. The Shares and the Warrants (collectively, the “Securities”) are to be sold pursuant to the Prospectus Supplement and the base prospectus included in the Registration Statement, dated April 27, 2022 (together with the Prospectus Supplement, the “Prospectus”). The Underwriting Agreement is being filed as an exhibit to a Current Report on Form 8-K and will be incorporated by reference into the Registration Statement.
As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon written actions by the board of directors of the Company and certificates of certain officers of the Company and have assumed, without independent inquiry, the accuracy of those certificates and written actions by the board of directors of the Company.
As counsel to the Company, in rendering the opinions hereinafter expressed, we have examined and relied upon originals or copies of such corporate records, agreements, documents and instruments as we have deemed necessary or advisable for purposes of this opinion, including (i) the certificate of incorporation and by-laws of the Company, (ii) the Registration Statement and the exhibits thereto filed with the Commission, (iii) the Prospectus, (iv) the Underwriting Agreement, (v) the Pre-Funded Warrants, and (vi) the written actions of the board of directors referenced above.
This opinion is limited solely to the Delaware General Corporation Law without regard to choice of law, to the extent that the same may apply to or govern the transactions contemplated by the Registration Statement. We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion.
With respect to the Pre-Funded Warrants, we have assumed that, as of each and every time any of the Warrants are exercised, the Company will have a sufficient number of authorized and unissued shares of the Common Stock available for issuance under its certificate of incorporation to permit full exercise of each of the Pre-Funded Warrants in accordance with their terms without the breach or violation of any other agreement, commitment or obligation of the Company.
