EX-5.1 3 dex51.txt OPINION Exhibit 5.1 ----------- SALANS HERTZFELD HEILBRONN CHRISTY & VIENER 620 FIFTH AVENUE NEW YORK, NY 10020 (212) 632-5500 October 3, 2001 Sensormatic Electronics Corporation 951 Yamato Road Boca Raton, Florida 33431 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Sensormatic Electronics Corporation, a Delaware corporation (the "Corporation"), in connection with the preparation of a Registration Statement on Form S-8 (File No. 333- ) (the "Registration Statement") being filed under the Securities Act of 1933 for the registration by the Corporation of shares of the Corporation's Common Stock (the "Shares") issuable upon the exercise of options or pursuant to awards which have been or may be granted under the Corporation's 1999 Stock Incentive Plan (the "Plan"). As counsel to the Corporation, we have examined and are familiar with the Corporation's Restated Certificate of Incorporation and By-Laws, its corporate proceedings taken in connection with the Plan, and such certificates of public officials and such other corporate records and other documents as we have deemed necessary in rendering this opinion. Based upon the foregoing, we are of the opinion that: 1. The Corporation is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares have been duly authorized and, upon issuance in accordance with the terms of the Plan and the awards or options granted thereunder, will be legally issued, fully paid and nonassessable. 3. We consent to being named in the Registration Statement as attorneys who have passed upon legal matters in connection with the Shares and we consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ SALANS HERTZFELD HEILBRONN CHRISTY & VIENER