Attached files
file | filename |
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S-1 - REGISTRATION STATEMENT - Axion Power International, Inc. | v171014_s-1.htm |
EX-16.1 - LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Axion Power International, Inc. | v171014_ex16-1.htm |
EX-23.2 - CONSENT OF EFP ROTENBERG, LLP - Axion Power International, Inc. | v171014_ex23-2.htm |
Exhibit
5.1 Opinion
Jolie
Kahn, Esq.
61
Broadway, Suite 2820
New
York, NY 10006
January
11, 2010
Axion
Power International, Inc.
3601
Clover Lane
New
Castle PA 16105
Ladies
and Gentlemen:
I have
acted as special counsel to Axion Power International, Inc., a Delaware
corporation (the “ Company
”), in connection with the Company’s registration statement on Form S-1
(Registration No. 333-150901), as amended (the “ Registration
Statement ”), filed with the Securities and Exchange Commission (the “
Commission
”) under the Securities Act of 1933, as amended (the “ Securities
Act ”), relating to the issuance and sale of 45,757,572 shares of common
stock of the Company, par value $0.0001 per share (the “ Common
Stock ”), issued by the Company.
In
connection with this opinion, I have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
including the form of prospectus included therein and the documents incorporated
by reference therein, (ii) the Company’s certificate of incorporation, as
amended to date, (iii) the Company’s by-laws, as amended to date, and (iv)
certain resolutions of the Board of Directors of the Company. I have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records as I have deemed
necessary or appropriate, and I have made such investigations of law as I have
deemed appropriate as a basis for the opinions expressed below.
In
rendering the opinions expressed below, I have assumed and have not verified (i)
the genuineness of the signatures on all documents that I have examined, (ii)
the legal capacity of all natural persons, (iii) the authenticity of all
documents supplied to us as originals and (iv) the conformity to the authentic
originals of all documents supplied to us as certified or photostatic or faxed
copies.
Based
upon and subject to the foregoing and subject also to the limitations,
qualifications, exceptions and assumptions set forth herein, I are of the
opinion that the Common Stock has been duly authorized and is validly issued,
fully paid and nonassessable.
I express
no opinion other than as to the federal laws of the United States of America and
the Delaware General Corporation Law (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the forgoing). I hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and the reference to this
firm under the caption “Legal Matters” in the prospectus included in the
Registration Statement. In giving this consent, I do not admit that I are
“experts” under the Securities Act or under the rules and regulations of the
Commission relating thereto with respect to any part of the Registration
Statement.
Very
truly yours,
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/s/
Jolie G. Kahn, Esq.
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