O'MELVENY & MYERS LLP
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SAN FRANCISCO TOKYO
OUR FILE NUMBER
020,727-999
October 28, 2002
Amerigon Incorporated
5462 Irwindale Avenue
Irwindale, CA 91706
RE: REGISTRATION OF SECURITIES OF AMERIGON INCORPORATED
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Ladies and Gentlemen:
At your request, we have examined the Registration Statement (the
"Registration Statement") on Form S-8 of Amerigon Incorporated, a California
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of 500,000 shares of Common Stock of the Company, no par
value per share (the "Shares"), to be issued pursuant to the Amerigon
Incorporated 1997 Stock Incentive Plan, as amended and restated (the "Plan").
Subject to certain proposed additional proceedings being taken as
contemplated by the Plan and the Registration Statement prior to the issuance
and sale of the Shares, we are of the opinion that the Shares will be duly
authorized by all necessary corporate action on the part of the Company and,
upon payment for and delivery of the Shares as contemplated by the Plan and the
Registration Statement and the countersigning of any certificates representing
the Shares by a duly authorized signatory of the registrar for the Company's
Common Stock, the Shares will be validly issued, fully paid and non-assessable.
We consent to your filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP