May 12,
2009
Harris
& Harris Group, Inc.
111 West
57th
Street, Suite 1100
New York,
NY 10019
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Re:
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Registration
Statement on Form S-8
of Harris & Harris Group, Inc.
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Ladies
and Gentlemen:
I am
General Counsel of Harris & Harris Group, Inc., a New York corporation (the
"Company"), and am rendering my opinion in such capacity. I have
represented the Company in connection with the proposed registration on Form S-8
and issuance by the Company of up to an aggregate of 76,080 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), issuable pursuant to the Harris & Harris Group, Inc. 2006 Equity
Incentive Plan (the "Plan").
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended (the "Securities
Act").
In
rendering the opinion set forth herein, I have examined and relied on originals
or copies of the following: (i) the Company’s Registration Statement on Form S-8
(File no. 333-135246) filed with the Securities and Exchange Commission (the
"Commission") on June 22, 2006, pursuant to which the Company registered
4,151,269 shares of Common Stock for issuance under the Plan; (ii) the Company’s
Registration Statement on Form S-8 (File No. 333-144059) filed with the
Commission on June 26, 2007, pursuant to which the Company registered 1,520,661
shares of Common Stock for issuance under the Plan; (iii) the Company's
Registration Statement on Form S-8 (File No. 333-149795) filed with the
Commission on March 19, 2008, pursuant to which the Company registered 682,133
shares of Common Stock for issuance under the Plan (iv) the Company's
Registration Statement on Form S-8, relating to the Shares, filed with the
Commission under the Securities Act on the date hereof (together with all
exhibits thereto, the "Registration Statement"); (v) the Plan; (vi) the Restated
Certificate of Incorporation and the Certificate of Amendment of the Certificate
of Incorporation of the Company, as currently in effect; (vii) the Restated
By-Laws of the Company, as currently in effect; (viii) a specimen common stock
certificate representing the Common Stock; (ix) the form of award agreements to
govern awards of stock options pursuant to the Plan (each, an "Award Agreement")
and (x) certain resolutions of the Board of Directors and the Compensation
Committee of the Company relating to the Plan, the Shares and related
matters. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records, as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
Harris
& Harris Group, Inc.
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May
12, 2009
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In my
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as facsimile, electronic, certified or photostatic copies and the
authenticity of the originals of such copies. In making my
examination of documents executed or to be executed, I have assumed that the
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
the execution and delivery by such parties of such documents and the validity
and binding effect thereof on such parties. As to any facts material
to the opinion expressed herein that I did not independently establish or
verify, I have relied upon statements and representations of officers and other
representatives of the Company and others. In rendering the opinion
set forth below, I have also assumed that:
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(a)
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all
Shares will be issued upon the exercise of rights granted in accordance
with one or more Award Agreements substantially in a form examined by
me;
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(b)
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the
consideration received by the Company for each Share delivered pursuant to
each Award Agreement shall not be less than the par value of the Common
Stock; and
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(c)
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the
registrar and transfer agent for the Common Stock will duly register such
issuance and countersign the stock certificates evidencing such Shares and
such stock certificates will conform to the specimen certificate examined
by me.
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I am admitted to the Bar in the State
of New York, and do not express any opinion as to the laws of any other
jurisdiction.
Based upon the foregoing and subject to
the limitations, qualifications and assumptions set forth herein, I am of the
opinion that the Shares have been duly authorized by the Company, and when the
Shares have been issued and paid for pursuant to the terms of the applicable
Award Agreements and the Plan, the Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this
opinion with the Commission as Exhibit 5.0 to the Registration
Statement. In giving such consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Sandra M. Forman
Sandra M. Forman
General Counsel