Attached files
| file | filename |
|---|---|
| 8-K - ACORN ENERGY, INC. | v206078_8k.htm |
| EX-1.1 - ACORN ENERGY, INC. | v206078_ex1-1.htm |
| EX-99.1 - ACORN ENERGY, INC. | v206078_ex99-1.htm |
Eilenberg
& Krause llp
11 East 44th Street
New York,
New York 10017
Telephone: (212) 986-9700
Facsimile: (212) 986-2399
December 20, 2010
Acorn
Energy, Inc.
4 West
Rockland Road
Montchanin,
DE 19710
Ladies
and Gentlemen:
We are
acting as counsel to Acorn Energy, Inc., a Delaware corporation (the “Company”),
in connection with its registration statement on Form S-3, File No.
333-169434 (the “Registration Statement”), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Act”)
relating to the proposed public offering (the “Offering”) of (i) up to 1,150,000
shares of the common stock, par value $.01 per share (the “Common Stock”) of the
Company (the “Shares”), and (ii) Warrants (the “Warrants”) to purchase 80,500
shares of Common Stock (the “Warrant Shares”) to be issued to the placement
agent for the Offering. The Offering is being made pursuant to the
Prospectus dated October 27, 2010, which forms a part of the Registration
Statement, as supplemented by a Prospectus Supplement dated December 17,
2010, expected to be filed on or about December 21, 2010 (together
with the Prospectus, the “Prospectus Supplement”).
For
purposes of this opinion letter, we have examined copies of such agreements,
instruments and documents as we have deemed an appropriate basis on which to
render the opinions hereinafter expressed, including the form of Placement Agent
Agreement between the Company and HFP Capital Markets LLC (the “Placement Agent
Agreement”) and form of Subscription Agreement for the Offering (the
Subscription Agreement”), each dated December 17, 2010 and expected to be filed
by the Company as exhibits to the Company’s Current Report on Form 8-K on or
about December 17, 2010. In our examination of the aforesaid
documents, we have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the accuracy and completeness of all documents submitted
to us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as copies
(including telecopies). As to all matters of fact, we have relied on
the representations and statements of fact made in the documents so reviewed,
and we have not independently established the facts so relied
on. This opinion letter is given, and all statements herein are made,
in the context of the foregoing.
Based
upon, subject to and limited by the foregoing, we are of the opinion that, as of
the date hereof:
Acorn
Energy, Inc.
December
20, 2010
Page 2 of
2
1. The Shares, the Warrants and the
Warrant Shares have been duly authorized by all necessary corporate action on
the part of the Company.
2. When sold in the manner contemplated
by Subscription Agreements, and upon receipt by the Company of payment therefore
as provided therein, the Shares will be validly issued, fully paid and
nonassessable.
3. When issued in accordance with the
Placement Agent Agreement and the Prospectus Agreement, the Warrants will be
valid, binding, and enforceable obligations of the company.
4. The Warrant Shares, when
issued upon the exercise of the Warrants in accordance with the terms thereof,
will be validly issued, fully paid and nonassessable.
This
opinion letter has been prepared for use in connection with the Registration
Statement. We assume no obligation to advise you of any changes in
the foregoing subsequent to the effective date of the Registration
Statement.
Please be
advised that we are qualified to practice law in the State of New York, and we
do not purport to be experts on, nor do we express any opinion as to, the laws
of any jurisdiction other than the laws of the State of New York, the Delaware
General Corporation Law and the federal laws of the United States.
We hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s
Current Report on Form 8-K expected to be filed on December 20, 2010, and to the
reference to this firm under the caption “Legal Matters” in the Prospectus
Supplement. In giving this consent, we do not thereby admit that we
are an “expert” within the meaning of the Securities Act of 1933, as
amended.
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Very
truly yours,
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/S/
EILENBERG & KRAUSE LLP
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EILENBERG
& KRAUSE LLP
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