Attached files
Exhibit 5.1
September
15, 2017
ImageWare
Systems, Inc.
10815
Rancho Bernardo Rd., Suite 310
San
Diego, CA 92127
Ladies
and Gentlemen:
You
have requested our opinion, as counsel to ImageWare Systems, Inc.,
a Delaware corporation (the "Company"), with respect to certain matters in connection
with the offering by the Company of up to (i) 11,000 shares
of its Series A Convertible Preferred Stock, par value $0.01 (the
“Preferred
Stock”), and (ii) 10,600,000 shares of its Common
Stock (the “Common
Stock”, and collectively, with the Preferred Stock,
the “Shares”),
each pursuant to the Registration Statement on Form S-3 (No.
333-214124) (the “Registration Statement”) filed
with the Securities and Exchange Commission (the
“Commission”)
under the Securities Act of 1933 (the “Act”), the prospectus filed with
the Commission on May 4, 2017 (the “Base Prospectus”), and the
prospectus supplement dated September 18, 2017 filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations of
the Act (the “Prospectus
Supplement”). (The Base Prospectus and Prospectus
Supplement are collectively referred to as the “Prospectus.”). The Shares are to
be sold by the Company as described in the Registration Statement
and the Prospectus.
We have
examined and relied upon the Registration Statement and the
Prospectus, the Company’s Certificate of Incorporation and
Bylaws, as currently in effect, and the originals or copies
certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as we have deemed
relevant in connection with this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted
to us as copies, and the accuracy, completeness and authenticity of
certificates of public officials.
The
opinions set forth in this letter are limited to Delaware’s
General Corporation Law and the law of the State of California, in
each case as in effect on the date hereof. We are not rendering any
opinion as to compliance with any federal or state antifraud law,
rule or regulation relating to securities or to the sale or
issuance thereof.
On the
basis of the foregoing, and in reliance thereon, and subject to the
qualifications herein stated, we are of the opinion that the
Shares, when issued and sold in accordance with the Registration
Statement and the Prospectus, will be validly issued, fully paid
and nonassessable.
We
consent to the reference to our firm under the caption “Legal
Matters” in the Prospectus and to the filing of this opinion
as an exhibit to a Current Report on Form 8-K to be filed with the
Commission for incorporation by reference into the Registration
Statement. In giving this consent, we do not admit that we are
“experts” within the meaning of Section 11 of the
Securities Act or within the category of persons whose consent is
required by Section 7 of the Securities Act.
Very
truly yours,
Disclosure Law
Group LLP
/s/ Daniel W.
Rumsey
Daniel
W. Rumsey
Managing
Partner