Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - TRANS LUX Corpexhibit23_1.htm
EX-99.7 - EXHIBIT 99.7 - TRANS LUX Corpexhibit99_7.htm
EX-99.6 - EXHIBIT 99.6 - TRANS LUX Corpexhibit99_6.htm
EX-99.5 - EXHIBIT 99.5 - TRANS LUX Corpexhibit99_5.htm
EX-99.4 - EXHIBIT 99.4 - TRANS LUX Corpexhibit99_4.htm
EX-99.3 - EXHIBIT 99.3 - TRANS LUX Corpexhibit99_3.htm
EX-99.2 - EXHIBIT 99.2 - TRANS LUX Corpexhibit99_2.htm
EX-99.1 - EXHIBIT 99.1 - TRANS LUX Corpexhibit99_1.htm
EX-4.4 - EXHIBIT 4.4 - TRANS LUX Corpexhibit4_4.htm
EX-3.6 - EXHIBIT 3.6 - TRANS LUX Corpexhibit3_6.htm
EX-3.3 - EXHIBIT 3.3 - TRANS LUX Corpexhibit3_3.htm
S-1/A - FORM S-1/A - TRANS LUX Corpforms_1a.htm

 

Exhibit 5.1

 

 

 

January 9, 2019

Trans-Lux Corporation

135 East 57th Street, 14th Floor

New York, New York 10022


Re:           Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Trans-Lux Corporation, a Delaware corporation (the Company), in connection with the filing of its Registration Statement on Form S-1 (Registration No. 333-228695) (as amended from time to time, the Registration Statement) relating to the registration of (i) non-transferable subscription rights (the Rights) entitling the holders thereof to purchase up to 2,500,000 shares (the Common Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), as of 5:00 p.m., Eastern Time, on February 8, 2019, and (ii) the Common Shares.

 

This opinion letter is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the Commission).

 

In connection with this opinion letter, we have examined the Registration Statement, the prospectus forming a part thereof (the Prospectus), the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended to date and including the amendment to the Amended and Restated Certificate of Incorporation to be filed on January 28, 2019, and the form of certificate to represent the Rights.  In addition, we have examined and relied upon such corporate records of the Company and such other documents, instruments and certificates of officers and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below.


We have assumed for purposes of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals, the filing of the amendment to the Amended and Restated Certificate of Incorporation to be filed on January 28, 2019 and the completeness and conformity with authentic original documents of all documents submitted to us as copies, and that all documents, books and records made available to us by the Company are accurate and complete.

 


Based upon, subject to and limited by the foregoing, we are of the opinion that:

 

(i)  the Rights have been duly authorized by the Company and, when issued as described in the Registration Statement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and

 

(ii)  the Common Shares have been duly authorized by the Company and, when issued and delivered against payment therefor upon due exercise of the Rights in accordance with their terms as described in the Registration Statement, including payment of the subscription price therefor, the Common Shares will be validly issued, fully paid and non-assessable.

 

We are members of the Bar of the State of New York.  We express no opinion as to the effects of any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America, each as in effect on the date hereof.

 

This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to our firm under the caption Legal Matters in the Prospectus.  In giving such consent, we do not thereby admit that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

 

Very truly yours,

 

/s/ Olshan Frome Wolosky LLP

 

OLSHAN FROME WOLOSKY LLP