EXHIBIT 5
OPINION OF THELEN REID & PRIEST LLP
New York, New York
June 15, 2000
Equidyne Corporation
238 Littleton Road
Westford, MA 01886
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Equidyne Corporation., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") with
respect to the registration under the Securities Act of 1933, as amended
(the "Act") of (i) 600,000 shares of the Company's Common Stock, $.10 par
value per share (the "Common Stock"), issuable upon the exercise of options
(the "Nelson Options") granted under an Employment Agreement, dated December
1, 1999 between the Company and Joseph R. Nelson (the "Nelson Employment
Agreement"), (ii) 100,000 shares of Common Stock issued to Thomas A.
Slamecka (the "Slamecka Shares") pursuant to the terms of the Amended
Employment Agreement between the Company and Thomas A. Slamecka, dated
January 1, 1998 (the "Slamecka Employment Agreement"), (iii) 50,000 shares
of Common Stock issued to Michael T. Pieniazek (the "Pieniazek Shares")
pursuant to the terms of the Employment Agreement between the Company and
Michael T. Pieniazek, dated January 1, 1998 (the "Pieniazek Employment
Agreement") and (iv) 289,549 shares of the Company's Common Stock issued or
issuable upon exercise of options (the "Other Employee Options") granted
under certain Stock Option Agreements (the "Stock Option Agreements").
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) the Certificate of Incorporation and By-Laws of
the Company, as in effect on the date hereof; (iii) the Nelson Employment
Agreement; (iv) the Slamecka Employment Agreement, (v) the Pieniazek
Employment Agreement, (vi) the Stock Option Agreements, and (vii) the
resolutions adopted by the Board of Directors of the Company relating to the
foregoing and (viii) such other documents, certificates or other records as
we have deemed necessary or appropriate. With respect to any documents or
other corporate records we have examined, we have assumed the genuineness of
all signatures on, and the authenticity of, all documents submitted to us as
originals, and the conformity to the original documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, and subject to the qualifications hereinafter
expressed, we are of the opinion that:
(1) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(2) The shares of Common Stock included in the Registration Statement
to be issued upon the exercise of the Nelson Options will be duly
authorized, validly issued, fully paid and non-assessable when the
Nelson Options shall have been properly exercised, and the exercise
price shall have been paid for the Shares in accordance with the
terms of the Nelson Employment Agreement.
(3) The shares of Common Stock included in the Registration Statement
that were issued to Thomas A. Slamecka pursuant to the grant of an
award under the Slamecka Employment Agreement were duly authorized,
validly issued, fully paid and non-assessable when the Slamecka
Shares were issued in accordance with the terms of the Slamecka
Employment Agreement.
(4) The shares of Common Stock included in the Registration Statement
that were issued to Michael T. Pieniazek pursuant to the grant of
an award under the Pieniazek Employment Agreement were duly
authorized, validly issued, fully paid and non-assessable when the
Pieniazek Shares were issued in accordance with the terms of the
Pieniazek Employment Agreement.
(5) The shares of Common Stock included in the Registration Statement
to be issued or that were issued upon the exercise of the Other
Employee Options were when exercised, and will be duly authorized,
validly issued, fully paid and non-assessable when the Other
Employee Options were or are properly exercised, and the exercise
price was paid and shall have been paid for the Shares in
accordance with the terms of the Stock Option Agreements.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts concerning, or qualified to render opinions with
respect to, any laws other than the laws of the State of New York, the
federal laws of the United States and the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving the foregoing consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP