Attached files
file | filename |
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S-1/A - S-1/A - LUCID INC | a2203950zs-1a.htm |
EX-23.1 - EX-23.1 - LUCID INC | a2203950zex-23_1.htm |
Exhibit 5.1
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99 GARNSEY ROAD | |
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PITTSFORD, NY 14534 | |
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(585) 419-8800 | |
August 1, 2011 |
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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
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 (Registration No. 333-173555), as amended (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 (a) the Companys issuance and sale of shares of its Common Stock, par value $0.01 per share (the Common Stock), and additional shares of Common Stock to cover over-allotments (collectively, the Company Shares), and (b) the offering and sale by certain stockholders of the Company (the Selling Stockholders) of the Companys Common Stock (the Selling Stockholder Shares and, together with the Company Shares, 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.
We are acting as counsel for the Company in connection with the sale by the Company and the Selling Stockholders of the Shares. In such capacity, 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. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the laws of the State of New York and the federal laws of the United States of America.
Based on the foregoing, and subject to the qualifications and assumptions referred to herein, we are of the opinion that (i) the Company Shares, 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, and (ii) the Selling Stockholder Shares, when issued by the Company, at the completion of the offering, upon automatic conversion of the entire principal amount plus accrued interest of a convertible note held by each such Selling Stockholder, and when sold by the Selling Stockholders in accordance with the Underwriting Agreement, will be legally issued, fully paid and non-assessable shares of Common Stock of the Company.
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 Legal Matters 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 |