Exhibit 5
JENKENS & GILCHRIST PARKER CHAPIN LLP AUSTIN, TEXAS
(512) 499-3800
THE CHRYSLER BUILDING CHICAGO, ILLINOIS
405 LEXINGTON AVENUE (312) 425-3900
NEW YORK, NEW YORK 10174 DALLAS, TEXAS
(214) 855-4500
(212) 704-6000 HOUSTON, TEXAS
FACSIMILE (212) 704-6288 (713) 951-3300
LOS ANGELES, CALIFORNIA
www.jenkens.com (310) 820-8800
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
July 13, 2001
I.D. Systems, Inc.
One University Plaza
Sixth Floor
Hackensack, NJ 07601
Ladies and Gentlemen:
We have acted as counsel to I.D. Systems, Inc., a Delaware corporation
(the "Company"), in connection with its filing of a Post Effective Amendment to
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the offering of up to 3,362,500 shares of common stock, par value $.01 per share
(the "Shares"), to certain executives, directors and employees of the Company
issuable upon exercise of options that either have been, or from time to time
may be, granted by the Company under its 1995 Non-Qualified Stock Option Plan,
1999 Stock Option Plan, as amended and 1999 Director Option Plan (collectively,
the "Plans").
In our capacity as counsel to the Company, we have examined originals
or copies, satisfactory to us, of the Company's (i) Certificate of
Incorporation, as amended, (ii) By-laws, as amended, and (iii) resolutions of
the Company's board of directors adopting the Plans. We have also reviewed such
other matters of law and examined and relied upon all such corporate records,
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies or facsimiles. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
Finally, we are counsel admitted to practice only in the state of New
York, and we express no opinions as to the applicable laws of any jurisdiction
other than those of the State
Jenkens & Gilchrist Parker Chapin LLP
I.D. Systems, Inc.
July 13, 2001
Page 2
of New York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares of the Company's Common Stock that may be issued pursuant to the exercise
of options granted under the Plans, when issued pursuant to the provisions of
the Plans, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or
Item 509 of Regulation S-B promulgated under the Act.
Very truly yours,
/s/Jenkens & Gilchrist Parker Chapin, LLP
Jenkens & Gilchrist Parker Chapin, LLP