EXHIBIT 5.1
Writer's Direct Dial: (516) 663-6600
Writer's Direct Fax: (516) 663-6640
November 27, 2006
Hirsch International Corp.
200 Wireless Boulevard
Hauppauge, New York 11787
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Hirsch International Corp., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering of up to an additional 1,000,000 shares
(the "Shares") of the Company's Class A common stock, $.01 par value, pursuant
to an amendment to the Company's 2003 Stock Option Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and relied on
the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Certificate of Incorporation of the Company, as amended;
(iv) the By-Laws of the Company in force as of the date hereof;
(v) the certificate of the Secretary of the Company; and
(vi) certain resolutions of the Board of Directors of the Company.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that payment of
the appropriate exercise price of the options issued under the Plan will be made
at the time of exercise.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized, and upon issuance and delivery in the manner
contemplated by the Registration Statement, the Shares will be validly issued,
fully paid and non-assessable.
The opinion set forth above represent our conclusion as to the application
of the general corporation law of the State of Delaware (exclusive of the
securities or "blue sky" laws of any state, about which we express no opinion),
and federal laws to the instant matter. This opinion is based upon currently
existing statutes, rules, regulations and judicial decisions, and we disclaim
any obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any matters, or
opinions set forth herein.
Our opinion is further qualified to the extent that the validity of any
provision of the Plan or the rights of any grantee under the Plan may be subject
to or affected by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our Firm in the Registration Statement.
Very truly yours,
/s/ Ruskin Moscou Faltischek, P.C.
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RUSKIN MOSCOU FALTISCHEK, P.C.
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