Exhibit
5.1 Opinion
Jolie
G. Kahn, Esq.
61
Broadway, Suite 2820
New York, NY
10006
May
19, 2009
Optex
Systems Holdings, Inc.
1420
Presidential Drive
Richardson,
TX 75081
Ladies
and Gentlemen:
I have
acted as special counsel to Optex Systems Holdings, Inc., a Delaware corporation
(the “ Company
”), in connection with the Company’s registration statement on Form S-1 (the “
Registration
Statement ”), filed with the Securities and Exchange Commission (the “
Commission
”) under the Securities Act of 1933, as amended (the “ Securities
Act ”), relating to the issuance and sale of 16,263,334 shares
of common stock of the Company, par value $0.001 per share (the “ Common
Stock ”), issued by the Company.
In
connection with this opinion, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
including the form of prospectus included therein and the documents incorporated
by reference therein, (ii) the Company’s certificate of incorporation, as
amended to date, (iii) the Company’s by-laws, as amended to date, and (iv)
certain resolutions of the Board of Directors of the Company. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records as we have
deemed necessary or appropriate, and we have made such investigations of law as
we have deemed appropriate as a basis for the opinions expressed
below.
In
rendering the opinions expressed below, we have assumed and have not verified
(i) the genuineness of the signatures on all documents that we have examined,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents supplied to us as originals and (iv) the conformity to the authentic
originals of all documents supplied to us as certified or photostatic or faxed
copies.
Based
upon and subject to the foregoing and subject also to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Common Stock has been duly authorized and is validly issued,
fully paid and nonassessable.
Optex
Systems Holdings, Inc.
May 19,
2009
Page
2
We
express no opinion other than as to the federal laws of the United States of
America and the Delaware General Corporation Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting the forgoing). We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and the reference to
this firm under the caption “Legal Matters” in the prospectus included in the
Registration Statement. In giving this consent, we do not admit that we are
“experts” under the Securities Act or under the rules and regulations of the
Commission relating thereto with respect to any part of the Registration
Statement.
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Very
truly yours,
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/s/
Jolie Kahn
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