Attached files
file | filename |
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S-1/A - EMAGIN FORM S-1/A - EMAGIN CORP | forms1a.htm |
EX-23.2 - EXHIBIT 23.2 - EMAGIN CORP | ex232.htm |
SICHENZIA ROSS FRIEDMAN FERENCE
LLP
61
Broadway, 32nd Flr.
New York,
NY 10025
Telephone:
(212) 930-9700
Facsimile:
(212) 930-9725
November
23, 2009
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
DC 20549
RE:
eMagin Corporation Form S-1 Registration Statement (File No.
333- 160147).
Ladies
and Gentlemen:
We refer
to the above-captioned registration statement on Form S-1 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed by
eMagin Corporation, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission.
We have
examined the originals, photocopies, certified copies or other evidence of such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.
Based on
our examination mentioned above, we are of the opinion that the securities being
sold pursuant to the Registration Statement, are duly authorized and will be,
when issued in the manner described in the Registration Statement, legally and
validly issued, fully paid and non-assessable.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under "Legal Matters" in the related
Prospectus. In giving the foregoing consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act,
or the rules and regulations of the Securities and Exchange
Commission.
/s/ Sichenzia
Ross Friedman Ference LLP Sichenzia Ross Friedman Ference
LLP
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Sichenzia Ross Friedman Ference LLP |