Attached files
file | filename |
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EX-23.1 - EX-23.1 - MACE SECURITY INTERNATIONAL INC | w82592aexv23w1.htm |
EX-10.39 - EX-10.39 - MACE SECURITY INTERNATIONAL INC | w82592aexv10w39.htm |
EX-10.38 - EX-10.38 - MACE SECURITY INTERNATIONAL INC | w82592aexv10w38.htm |
EX-10.37 - EX-10.37 - MACE SECURITY INTERNATIONAL INC | w82592aexv10w37.htm |
S-1/A - FORM S-1/A - MACE SECURITY INTERNATIONAL INC | w82592asv1za.htm |
Exhibit 5.1
[Letterhead of Ballard Spahr LLP]
June 7, 2011
Mace Security International, Inc.
240 Gibraltar Road
Suite 220
Horsham, PA 19044
240 Gibraltar Road
Suite 220
Horsham, PA 19044
Ladies and Gentlemen:
We have acted as counsel to Mace Security International, Inc., a Delaware corporation (the
Company), and are furnishing this opinion of counsel in connection with the Companys
Registration Statement on Form S-1 (including the prospectus which is a part thereof, the
Registration Statement) filed by the Company with the U.S. Securities and Exchange Commission
(the SEC) under the Securities Act of 1933, as amended (the Securities Act), Registration No.
333-173848. Capitalized terms used herein shall have the meanings ascribed to such terms in the
Registration Statement.
In connection with this opinion letter, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, resolutions, certificates and
instruments of the Company, certificates of public officials, statutes, records and such other
instruments and documents as we have deemed necessary to form a basis for the opinion hereinafter
expressed, including, without limitation, the following: (i) the Companys Certificate of
Incorporation, as amended through the date hereof; (ii) the Companys Bylaws, as amended through
the date hereof; (iii) the Subscription Agreement; (iv) the Securities Purchase Agreement; and (v)
the Registration Statement.
In addition, we have made such investigations of law as we have deemed necessary or
appropriate to form a basis for the opinion set forth herein.
In our examination of the foregoing, we have assumed, without independent investigation or
verification: (i) the genuineness of all signatures on all agreements, instruments and other
documents submitted to us; (ii) the legal capacity and authority of all persons or entities
executing all agreements, instruments and other documents submitted to us; (iii) the authenticity
and completeness of all agreements, instruments, corporate records, certificates and other
documents submitted to us as originals; (iv) that all agreements, instruments, corporate records,
certificates and other documents submitted to us as certified, electronic, facsimile, conformed,
photostatic or other copies conform to authentic originals thereof, and that such originals are
authentic and complete; (v) the due authorization, execution and delivery of all agreements,
instruments and other documents by all parties thereto; and (vi) that the statements contained in the
certificates and comparable documents of public officials, officers and representatives of the
Company and other persons on which we have
Mace Security International, Inc.
June 7, 2011
Page 2
June 7, 2011
Page 2
relied for the purposes of this opinion letter are true
and correct. As to all questions of fact material to this opinion letter and as to the
materiality of any fact or other matter referred to herein, we have relied (without independent
investigation) upon certificates or comparable documents of officers and representatives of the
Company.
Based upon and
in reliance on the foregoing, and subject to the assumptions set forth herein, we are of the opinion that the subscription rights, the common
stock issuable upon exercise of the subscription rights and the shares of Additional Stock, when
issued and paid for in accordance with the terms of the Subscription Agreement and the Securities
Purchase Agreement, will be validly issued, fully paid and nonassessable.
We express no
opinion with regard to the law of any jurisdiction other than the State of
Delaware as in effect as of the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under the caption Legal Matters in the prospectus that
is a part of the Registration Statement. In giving such consent, we do not hereby admit that we
are acting within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the SEC thereunder. This opinion letter speaks as of the date hereof and we
assume no obligation to advise you or any other person with regard to any change in the
circumstances or the law that may bear on the matters set forth herein after the date hereof, even
though the change may affect the legal analysis, a legal conclusion or other matters in this
opinion letter.
Very truly yours,
/s/ Ballard Spahr LLP