SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
April 2, 1998
FOCUS Enhancements, Inc.
142 North Road
Sudbury, Massachusetts 01776
Gentlemen:
We are familiar with the Registration Statement on Form S-3 (the "S-3
Registration Statement") to which this opinion is an exhibit, to be filed by
FOCUS Enhancements, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The S-3 Registration Statement relates to the proposed public offering by
certain securityholders of the Company of a total of 1,441,224 shares (the
"Shares") of the Company's Common Stock, $.01 par value per share ("Common
Stock"), consisting of: (i) 1,092,150 shares issued to JNC Opportunity Fund Ltd.
(the "Investor") in connection with a private placement in March 1998 (the
"March 98 Offering"); (iii) 327,645 shares issuable to the Investor upon the
exercise of warrants (the "Investor Warrants") issued to the Investor; and (iv)
21,429 shares issuable upon the exercise of warrants issued to the placement
agent and its designee (the "Broker Warrants" and, together with the Investor
Warrants, the "Warrants") in connection with the March 98 Offering.
We have acted as counsel to the Company in connection with the
preparation of the S-3 Registration Statement, and we have examined and relied
on the originals or copies, certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below. In making such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
FOCUS Enhancements, Inc.
April 2, 1998
Page 2
all documents submitted to us as copies, which facts we have not independently
verified. As to various facts material to the opinions set forth herein, we have
relied without independent verification upon certificates of public officials
and upon facts certified to us by officers of the Company. We express no opinion
herein as to any laws other than the General Corporation Law of the State of
Delaware.
Based upon the foregoing, we are of the opinion that the Company has
corporate power adequate for the issuance of the Shares issuable in the manner
set forth in the S-3 Registration Statement and offered pursuant to the S-3
Registration Statement. The Shares issuable upon the exercise of the Warrants,
assuming conversion or exercise on the date hereof (the "Relevant Shares") have
been duly authorized and reserved for issuance. Upon the exercise of the
Warrants into Shares and delivery of such Shares in accordance with the terms of
the Warrants, the Relevant Shares so issued will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-3 Registration Statement.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP