Richard A. Fisher, Esq. Solomon Technologies, Inc.
Exhibit
5.1
Xxxxxxx
X. Xxxxxx, Esq.
Solomon
Technologies, Inc.
00
Xxxxxxxx Xxx
Xxxxxxx,
XX 00000
May
21 ,
2008
Solomon
Technologies, Inc.
00
Xxxxxxxx Xxx
Xxxxxxx,
XX 00000
Re:
Solomon Technologies, Inc. Xxxxx X. XxXxxxxxx, Xx. Supplemental Employment
Agreement, Xxxxx Xxxxxx Professional Services Agreement, Xxxxxxx Xxxxxxx
Professional Services Agreement, Xxxx Xxxxxxxxx Professional Services Agreement
and Xxxxxx Xxxx Consutling Agreement
(collectively, the “Agreements”)
Gentlemen:
I
am
corporate counsel to Solomon Technologies, Inc. (the "Company") and in that
capacity have acted as counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), to be filed with the Securities
and Exchange Commission with respect to an aggregate of 3,656,960 shares of
Common Stock, par value $0.001 per share (the "Shares"), issuable under the
Agreements.
In
rendering the opinion expressed below, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Agreements and
such other documents, corporate records, certificates and letters of public
officials, such other instruments and such legal matters as I have deemed
necessary as the basis for the opinions hereinafter expressed.
For
the
purposes hereof, I have assumed, with the Company’s permission and without
independent verification of any kind: (a) that the signatures of persons signing
all documents in connection with which this opinion is rendered are genuine
and
authorized; (b) the legal capacity of all natural persons; (c) that all
documents submitted to us as originals or duplicate originals are authentic;
and
(d) that all documents submitted to us as copies, whether certified or not,
conform to authentic original documents. As to questions of fact relevant to
this opinion, I have relied upon certificates and oral or written statements
and
other information of public officials, officers and representatives of the
Company.
Based
upon and subject to the foregoing, and such examination of law as I have deemed
necessary, I am of the opinion that, when issued by the Company in accordance
with the terms and conditions of the Agreements and following the receipt of
consideration therefor, if any, in accordance with the terms of the Agreements,
the Shares will be validly issued, fully paid and nonassessable.
The
opinion set forth in this letter relates only to the federal laws of the United
States of America and the general corporation law of the State of
Delaware.
This
letter is furnished by me as corporate counsel to the Company and is solely
for
the Company’s benefit and may not be relied upon by any other person, firm or
entity whatsoever for any purpose.
I hereby
consent to the filing of this opinion as an exhibit 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 of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very
truly yours,
/s/
Xxxxxxx X. Xxxxxx