Exhibit 5.1
-----------
HARRIS BEACH LLP
Attorneys at Law
99 Garnsey Road
Pittsford, New York 14534
(716) 419-8800
November 20, 2001
OPINION AND CONSENT OF HARRIS BEACH LLP
---------------------------------------
Electric Fuel Corporation
632 Broadway (Suite 301)
New York, New York 10012
Ladies and Gentlemen:
Reference is made to our opinion dated July 5, 2001 and included as Exhibit
5.1 to Amendment No. 1 to Registration Statement on Form S-3 (File No.
333-63514) (the "Registration Statement") filed on July 6, 2001 by Electric Fuel
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). We are rendering this supplemental opinion in connection with the
prospectus supplement to the Registration Statement filed by the Company on
September 17, 2001 (the "Prospectus Supplement") with the Commission pursuant to
Rule 424 promulgated under the Securities Act in connection with the Company's
offering of 346,212 shares of common stock, par value $.01 per share of the
Company (the "Common Stock").
We have (i) examined and relied upon original, certified, conformed,
photostat or other copies of the Amended and Restated Certificate of
Incorporation, as amended ("Amended and Restated Certificate of Incorporation")
of the Company, the Bylaws, as amended ("Bylaws") of the Company, minutes of
meetings with and resolutions of the Board of Directors of the Company and such
other documents and records, and (ii) made such investigation of fact and such
examination of law, as we have deemed appropriate in order to enable us to
render the opinion set forth herein. In conducting such investigation, we have
relied, without independent verification, upon the representations and/or
certificates of the officers of the Company.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock offered pursuant to the Prospectus Supplement, when issued and delivered
as contemplated by the Prospectus Supplement, were validly issued, fully paid,
and non-assessable.
The opinion set forth above is subject to the following qualifications:
(a) We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the
originals of all documents submitted to us as copies and the
authenticity of the originals of all such latter documents. We have
also assumed the accuracy of the factual matters contained in the
documents we have examined.
Electric Fuel Corporation
November 20, 2001
Page 2
(b) In connection with the rendering of this opinion, we express no
opinion as to the applicability of, compliance with, or effect of the
laws of any states, or as to any matter subject to such laws, other
than the current laws of the States of New York and Delaware.
(c) Our opinion is subject to and limited by (i) all applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of creditors'
rights generally; and (ii) general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in
equity.
(d) Our opinion is limited to matters expressly set forth herein and no
opinion is to be implied or inferred beyond the matters expressly so
stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus contained in the Registration Statement to which the
Prospectus Supplement is attached. This opinion speaks only as of the date
hereof and is limited to present statutes, laws and regulations and to the facts
as they currently exist.
HARRIS BEACH LLP
/s/ Harris Beach LLP
-------------------------