EXHIBIT 5.1
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HARRIS BEACH LLP
Attorneys at Law
99 Garnsey Road
Pittsford, New York 14534
(716) 419-8800
January 23, 2002
OPINION AND CONSENT OF HARRIS BEACH LLP
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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 a prospectus supplement to the Registration Statement (the
"Prospectus Supplement") to be filed by the Company with the Commission
pursuant to Rule 424 promulgated under the Securities Act in connection
with the offering by the Company of 1,600,000 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 and the bylaws of the Company, each as amended through the
date hereof, minutes of meetings with and resolutions of the Board of
Directors (including committees thereof) 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 Common Stock
being offered pursuant to the Prospectus Supplement, when issued and
delivered as contemplated by the Prospectus Supplement, will be 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 HARRIS BEACH LLP
January 23, 2002 Attorneys at Law
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 State of 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
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