Attached files
Exhibit 5.1
April 15, 2011
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99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800
THOMAS E. WILLETT | |
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DIRECT: |
(585) 419-8646 |
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FAX: |
(585) 419-8818 |
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TWILLETT@HARRISBEACH.COM |
Lucid, Inc.
2320 Brighton-Henrietta Townline Road
Rochester, New York 14623
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Re: |
Lucid, Inc. |
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 Companys 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.
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Very truly yours, | |
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Harris Beach PLLC | |
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By: |
/s/ Thomas E. Willett |
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Thomas E. Willett, |
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Member of the Firm |