[LETTERHEAD OF JONES DAY]
Exhibit 5
September 7, 2005
Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
| |
|
|
Re:
|
|
350,000 Shares of Common Stock $0.01 Par Value Per Share Issued Pursuant to the
Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan |
Ladies and Gentlemen:
We are acting as counsel for Axsys Technologies, Inc., a Delaware corporation (the “Company”),
in connection with the issuance and sale of up to 350,000 shares of Common Stock, $0.01 par value
per share, of the Company (the “Incentive Plan Shares”)
pursuant to the Company’s Amended and
Restated Long-Term Stock Incentive Plan (the “Incentive Plan”).
In rendering this opinion, we have examined such documents and records, including an
examination of originals or copies certified or otherwise identified to our satisfaction, and
matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing
and subject to the qualifications and limitations stated herein, we are of the opinion that the
Incentive Plan Shares are duly authorized and, when issued and delivered pursuant to the terms of
the Incentive Plan against payment of the consideration therefor as provided therein, will be
validly issued, fully paid, and nonassessable, provided that such consideration is at least equal
to the stated par value of the Incentive Plan Shares.
Our examination of matters of law in connection with the opinions expressed herein has been
limited to, and accordingly our opinions herein are limited to, the General Corporation Law of the
State of Delaware, including the applicable provisions of the Constitution of the State of Delaware
and the reported judicial decisions interpreting such law. We express no opinion with respect to
any other law of the State of Delaware or any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on
Form S-8 filed by the Company to effect registration of the Incentive Plan Shares under the
Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| |
|
|
|
|
| |
Very truly yours,
|
|
| |
/s/ Jones Day
|
|
| |
|
|
| |
|
|
| |