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Exhibit 5.1
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Hale and Dorr
60 State Street
Boston, MA 02109
August 12, 1996
Augat Inc.
P.O. Box 448
89 Forbes Boulevard
Mansfield, MA 02048
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 50,000 shares of Common Stock, $.10 par value per share
(the "Shares"), of Augat Inc., a Massachusetts corporation (the "Company"),
issuable under the Company's 1996 Stock Retainer Plan for Nonemployee Directors
(the "Plan").
We have examined the Restated Articles of Organization and amended
By-Laws of the Company, the Registration Statement and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company and such other documents relating to
the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan and the Shares, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ HALE AND DORR
HALE AND DORR