LANE, ALTMAN OWENS LLP 101 Federal Street Telephone
Boston, Massachusetts 617-345-9800
Counsellors at Law 02110
Telefax
617-345-0400
September 16, 1999
Datametrics Corporation
25B Hanover Road, Suite 3305
Florham Park, New Jersey 07932
Re: Registration Statement on Form SB-2 Relating to 12,753,380
Shares of Common Stock, of Datametrics Corporation (the
"Company")
Gentlemen:
You have asked us to render an opinion in connection with the filing by
the Company of a Registration Statement on Form SB-2 ("Registration Statement")
with the Securities and Exchange Commission, pursuant to the Securities Act of
1933, as amended (the "Act"), registering an aggregate 12,753,380 shares of
Common Stock of the Company, $0.01 par value, consisting of shares of Common
Stock currently issued and outstanding, shares of Common Stock underlying
Warrants ("Warrant Shares") and shares of Common Stock issuable upon the
conversion of Convertible Notes ("Conversion Shares," and collectively, the
"Shares") which were issued by the Company to certain selling shareholders in
private transactions ("Selling Shareholders").
In our capacity as your counsel, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Company's Certificate of Incorporation and amendments thereto and the
Company's Amended and Restated By-Laws, as each is currently in effect, the
Registration Statement, and the proposed registration and issuance of the Shares
and such other corporate documents and records and other certificates, including
a Certificate of the Secretary of State of the State of Delaware, dated
September 16, 1999, as to the Legal Existence and Good Standing of the Company,
and we have made such investigations of law as we have deemed necessary or
appropriate in order to render the opinions hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, 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
LANE, ALTMAN OWENS LLP
Counsellors at Law September 16, 1999
Page 2
copies and the authenticity of the originals of such latter documents. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
We further inform you that we do not purport to practice under the laws
of any jurisdiction other than the Commonwealth of Massachusetts and the United
States of America. We have, therefore, not made an independent review and
express no opinion with regard to the laws of any jurisdiction other than the
laws of the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware, and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly organized, is validly existing, and
in good standing under the laws of the State of Delaware.
2. The currently issued and outstanding Shares have been duly
authorized, and are legally issued, fully paid and
non-assessable, and, upon the exercise of the Warrants and
conversion of the Convertible Notes by the Selling
Shareholders, the Warrant Shares and Conversion Shares, when
issued, delivered and paid for, will be legally issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and to the use of our name as counsel to the Company in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of the persons whose consent is required by the Act or the
General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Lane Altman & Owens LLP
---------------------------
LANE, ALTMAN & OWENS, LLP