April 21, 1997
Xxxxxxxxx Technologies Inc.
000 Xxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 437,875 shares (the "Option Shares") of common stock,
par value $.01 per share (the "Common Stock"), of Xxxxxxxxx Technologies Inc., a
Delaware corporation (the "Company"), to be issued and sold pursuant to the
Company's 1990 Stock Option Plan (the "Plan") and certain individual stock
option agreements between the Company and certain of its employees and
non-employee directors (the "Agreements"), 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,
when the Option Shares have been duly issued as contemplated by the Plan and the
Agreements in exchange for payment in full of the exercise price therefor,and
assuming that the number of shares of Common Stock then outstanding does not
exceed the number of shares of Common Stock then authorized, such Option Shares
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
Company's Registration Statement on Form S-8 regarding the shares of Common
Stock to be issued and sold under the Plan and the Agreements, respectively. 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/ XXXXXXXXXX XXXXXXX
XXXX XXXXXX & XXXXXX, P.A.
