Exhibit 5.1
LOWENSTEIN SANDLER PC
Attorneys at Law
January 20, 2004
Arotech Corporation
632 Broadway, Suite 1200
New York, New York 10012
Dear Sirs:
Reference is made to our opinion dated December 4, 2003, and included as Exhibit
5.1 to Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-110729) (the "Registration Statement") filed on December 4, 2003, by Arotech
Corporation, a Delaware 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 1,336,900 shares (the "Shares") of the Company's common stock,
par value $0.01 per share (the "Common Stock"), pursuant to a stock
purchase/sale agreement, dated as of January 7, 2004, among the Company, FAAC
Incorporated ("FAAC") and the shareholders of FAAC (the "Purchase Agreement").
In this connection, we have examined and relied without independent
investigation as to matters of fact upon such statements and certificates of
public officials, such statements and certificates of officers of the Company,
the Registration Statement, the Prospectus Supplement, the Purchase Agreement,
the certificate of incorporation and bylaws of the Company, as amended and now
in effect, proceedings of the board of directors of the Company, such other
corporate records, certificates, documents and instruments and such questions of
law as we have considered necessary or appropriate for the purposes of this
opinion. In rendering this opinion we have assumed the genuineness of all
signatures on all documents examined by us, the due authority of the parties
signing such documents, the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based on the foregoing, and subject to the limitations set forth below, we are
of the opinion that the Shares, when issued by the Company and delivered by the
Company against payment therefor in accordance with the terms of the Purchase
Agreement, will be validly issued, fully paid and nonassessable.
This opinion is limited to the provisions of the Delaware General Corporation
Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the prospectus included in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/
LOWENSTEIN SANDLER PC
65 Livingston Avenue Roseland, New Jersey Telephone 973.597.2500 www.lowenstein.com
07068-1791 Fax 973.597.2200