Exhibit 5.1
[Haynes and Boone, LLP Letterhead]
April 8, 2005
Integrated Security Systems, Inc.
8200 Springwood Drive, Suite 230
Irving, Texas 75063
Ladies and Gentlemen:
We have acted as special counsel to Integrated Security Systems, Inc.,
a Delaware corporation (the "Company"), in connection with the issuance of up to
85,307,479 shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), plus an indeterminate number of additional shares of Common
Stock issuable to prevent dilution resulting from stock splits, stock dividends
or similar events, to be sold by the selling stockholders named in the
prospectus constituting a part of the Registration Statement (defined below)
(the "Shares"). The Shares, which include: (i) up to 12,086,821 shares issuable
upon the conversion of convertible promissory notes, (ii) up to 1,522,154 shares
issuable upon the exercise of warrants, (iii) up to 190,000 shares issuable upon
the conversion of the Company's Series A Convertible Preferred Stock, (iv) up to
706,250 shares issuable upon the conversion of the Company's Series D
Convertible Preferred Stock, and (v) up to 70,802,254 shares that are currently
outstanding, are being registered pursuant to a Registration Statement on Form
SB-2 (as amended or supplemented, the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(file no. 333-122849).
In connection therewith, we have examined and relied upon the original,
or copies certified to our satisfaction, of (i) the Amended and Restated
Certificate of Incorporation of the Company, as amended; (ii) the Amended and
Restated Bylaws of the Company; (iii) the minutes and records of the corporate
proceedings of the Company with respect to the registration by the Company of
the Shares; (iv) the Registration Statement and all exhibits thereto; and (v)
such other documents and instruments as we have deemed necessary and advisable
for the expression of the opinions contained herein.
In making the foregoing examinations, we have assumed the genuineness
of all signatures, 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 thereof and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion,
where such facts have not been independently established, and as to the content
and form of certain minutes, records, resolutions or other documents or writings
of the Company, we have relied, to the extent we have deemed reasonably
appropriate, upon certificates of an officer of the Company and governmental
officials.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. The currently outstanding Shares are duly authorized, validly
issued, fully paid and non-assessable.
2. Upon the issuance of Shares to be issued upon the conversion of
promissory notes or preferred stock, or the exercise of warrants, such Shares
(when issued in accordance with the terms of such promissory notes, preferred
stock or warrants) will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company to effect the
registration of the Shares under the Securities Act of 1933, as amended, and to
the reference to our firm under the caption "Legal Matters" in the prospectus
constituting a part of the Registration Statement.
Very truly yours,
/s/Haynes and Boone, LLP
Haynes and Boone, LLP
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