Exhibit 5
LAW OFFICES
Financial Centre
695 East Main Street
P.O. Box 10305
Stamford, CT 06904-2305
203-462-7500
Fax 203-462-7599
September 7, 2000
Evercel, Inc.
2 Lee Mac Drive
Danbury, CT 06810
Dear Sirs:
This opinion is being given in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Evercel, Inc. (the "Company") on or about
the date hereof for the purpose of registering under the Securities Act of 1933,
as amended, an aggregate of 1,555,200 shares (the "Shares") of Common Stock, par
value $.01 per share (the "Common Stock") to be sold by certain shareholders
named therein (the "Selling Shareholders"). In connection with this opinion, we
have examined such corporate records, certificates and other documents and such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
the Shares have been legally authorized for issuance and when sold by the
Selling Shareholders will be validly issued, fully paid and nonassessable shares
of Common Stock of the Company.
We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as an exhibit to such Registration Statement.
Very truly yours,
ROBINSON & COLE LLP
By:/s/ Richard A. Krantz
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Richard A. Krantz, a partner