Attached files

file filename
EX-3.1 - EX-3.1 - LUCID INCa2203377zex-3_1.htm
EX-3.2 - EX-3.2 - LUCID INCa2203377zex-3_2.htm
EX-4.1 - EX-4.1 - LUCID INCa2203377zex-4_1.htm
EX-4.5 - EX-4.5 - LUCID INCa2203377zex-4_5.htm
EX-4.3 - EX-4.3 - LUCID INCa2203377zex-4_3.htm
EX-4.8 - EX-4.8 - LUCID INCa2203377zex-4_8.htm
EX-4.14 - EX-4.14 - LUCID INCa2203377zex-4_14.htm
EX-4.15 - EX-4.15 - LUCID INCa2203377zex-4_15.htm
EX-10.2 - EX-10.2 - LUCID INCa2203377zex-10_2.htm
EX-10.4 - EX-10.4 - LUCID INCa2203377zex-10_4.htm
EX-10.11 - EX-10.11 - LUCID INCa2203377zex-10_11.htm
EX-23.1 - EX-23.1 - LUCID INCa2203377zex-23_1.htm
S-1 - S-1 - LUCID INCa2203377zs-1.htm
EX-10.12 - EX-10.12 - LUCID INCa2203377zex-10_12.htm
EX-4.7 - EX-4.7 - LUCID INCa2203377zex-4_7.htm
EX-4.6 - EX-4.6 - LUCID INCa2203377zex-4_6.htm
EX-3.3 - EX-3.3 - LUCID INCa2203377zex-3_3.htm
EX-10.5 - EX-10.5 - LUCID INCa2203377zex-10_5.htm
EX-10.9 - EX-10.9 - LUCID INCa2203377zex-10_9.htm
EX-10.10 - EX-10.10 - LUCID INCa2203377zex-10_10.htm
EX-21.1 - EX-21.1 - LUCID INCa2203377zex-21_1.htm
EX-4.2 - EX-4.2 - LUCID INCa2203377zex-4_2.htm
EX-4.13 - EX-4.13 - LUCID INCa2203377zex-4_13.htm
EX-4.18 - EX-4.18 - LUCID INCa2203377zex-4_18.htm
EX-10.8 - EX-10.8 - LUCID INCa2203377zex-10_8.htm
EX-4.17 - EX-4.17 - LUCID INCa2203377zex-4_17.htm
EX-4.11 - EX-4.11 - LUCID INCa2203377zex-4_11.htm
EX-4.16 - EX-4.16 - LUCID INCa2203377zex-4_16.htm
EX-4.4 - EX-4.4 - LUCID INCa2203377zex-4_4.htm
EX-10.1 - EX-10.1 - LUCID INCa2203377zex-10_1.htm
EX-10.6 - EX-10.6 - LUCID INCa2203377zex-10_6.htm
EX-4.9 - EX-4.9 - LUCID INCa2203377zex-4_9.htm
EX-4.10 - EX-4.10 - LUCID INCa2203377zex-4_10.htm
EX-4.12 - EX-4.12 - LUCID INCa2203377zex-4_12.htm

Exhibit 5.1

 

April 15, 2011

 

 

99 GARNSEY ROAD

PITTSFORD, NY 14534

(585) 419-8800

 

THOMAS E. WILLETT

 

 

 

DIRECT:

(585) 419-8646

 

FAX:

(585) 419-8818

 

TWILLETT@HARRISBEACH.COM

 

Lucid, Inc.

2320 Brighton-Henrietta Townline Road

Rochester, New York 14623

 

 

Re:

Lucid, Inc.
Registration Statement of Form S-1

 

Gentlemen:

 

You have requested our opinion in connection with a Registration Statement on Form S-1 (the “Registration Statement”) filed by Lucid, Inc., a New York corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), in connection with the Company’s issuance and sale of shares of its Common Stock, par value $0.01 per share, and additional shares of Common Stock to cover over-allotments (collectively, the “Shares”). The sale of the Shares is to be pursuant to an underwriting agreement to be entered into with Roth Capital Partners, LLC as underwriter (the “Underwriting Agreement”). Capitalized terms, unless otherwise defined herein, shall have the meanings set forth in the Registration Statement.

 

In connection with this opinion, we have examined the Registration Statement, the Certificate of Incorporation and Bylaws of the Company as amended to date, certificates of public officials and officers of the Company and such other documents and records as we have deemed necessary or appropriate for purposes of our opinion.

 

Based on the foregoing, and subject to the qualifications and assumptions referred to herein, we are of the opinion that the Shares of Common Stock being offered and sold by the Company pursuant to the Registration Statement, when issued by the Company pursuant to the Registration Statement and sold in accordance with the Underwriting Agreement, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company.

 

We have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the truth of all facts recited in all relevant documents.

 

The opinions set forth above are limited to the laws of the state of New York and the federal laws of the United States.

 



 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Professional Services” in the prospectus included in the Registration Statement.

 

 

Very truly yours,

 

 

 

Harris Beach PLLC

 

 

 

 

 

By:

/s/ Thomas E. Willett

 

 

Thomas E. Willett,

 

 

Member of the Firm

 

2