Attached files
file | filename |
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S-1/A - Optex Systems Holdings Inc | v207002_s1a.htm |
EX-16 - Optex Systems Holdings Inc | v207002_ex16.htm |
EX-23.1 - Optex Systems Holdings Inc | v207002_ex23-1.htm |
Exhibit
5.1 Opinion
Jolie
G. Kahn, Esq.
61
Broadway, Suite 2820
New
York, NY 10006
January
12, 2011
Optex
Systems Holdings, Inc.
1420
Presidential Drive
Richardson,
TX 75081
Ladies
and Gentlemen:
I have
acted as special counsel to Optex Systems Holdings, Inc., a Delaware corporation
(the “ Company
”), in connection with the Company’s registration statement on Form S-1 (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 11,784,177 shares of common stock
of the Company, par value $0.001 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 my 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 my
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 me as originals and (iv) the conformity to the authentic
originals of all documents supplied to me 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 am of the opinion
that the Common Stock has been duly authorized and is validly issued, fully paid
and nonassessable.
Optex
Systems Holdings, Inc.
January
12, 2011
Page
2
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 am an
“expert” 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,
|
|
/s/
Jolie Kahn
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