[Letterhead of Crosby, Heafey, Roach & May]
CHRM _Crosby, Heafey, Roach & May
June 6, 2002
Enova Systems, Inc.
19850 South Magellan Drive
Torrance, CA 90502
Re: Enova Systems, Inc.
Form S-1 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Enova Systems, Inc., a California corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of up to Six Million Three Hundred Thousand
(6,300,000) shares of the Common Stock of the Company (the "Shares") to be sold
for the account of a selling shareholder pursuant to a Registration Statement on
Form S-1 (File No. 333-85308), filed with the Securities and Exchange Commission
(the "SEC") on April 1, 2002, as amended from time to time (the "Registration
Statement").
This opinion is being furnished in accordance with the requirements of Item 16
of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
As such counsel, we are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Shares. In addition,
we have examined originals or copies of (i) the Amended and Restated Certificate
of Incorporation of the Company, (ii) the Bylaws of the Company; (iii) certain
resolutions of the Board of Directors of the Company; and (iv) such other
documents and records as we have deemed necessary and relevant for the purposes
hereof. In addition, we have relied on certificates of
[Letterhead of Crosby, Heafey, Roach & May]
Enova Systems, Inc.
June 6, 2002
Page 2
officers of the Company and certificates of public officials as to certain
matters of fact relating to this opinion and have made such investigations of
law as we have deemed necessary and relevant as a basis hereof.
We have assumed the enforceability of the terms of the settlement agreement
entered into at a mandatory conference settlement on November 9, 2001 before
Judge Matthew Burns of the United States District Court for the Central District
of California. We have also assumed the genuineness of all signatures, the
authenticity of all documents, certificates and records submitted to us as
originals, the conformity to authentic original documents, certificates and
records of all such documentation submitted to us as copies and the truthfulness
of all statements of facts contained therein.
Based on the foregoing and subject to the limitations set forth herein and
having due regard for such legal considerations as we deem relevant, we are of
the opinion that the Shares have been legally issued and are fully paid and
nonassessable shares of the Common Stock of the Company.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of 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 SEC promulgated thereunder, or Item 509 of Regulation S-K.
The foregoing opinion is based on and limited to the General Corporation Law of
the State of California and the relevant federal laws of the United States, and
we express no opinion with respect to the laws of any other jurisdiction.
[Letterhead of Crosby, Heafey, Roach & May]
Enova Systems, Inc.
June 6, 2002
Page 3
Our opinion is expressly limited to the matters set forth above and we render no
opinion, whether by implication or otherwise, as to any other matters relating
to the Company or the Shares.
Very truly yours,
CROSBY, HEAFEY, ROACH & MAY,
PROFESSIONAL CORPORATION