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Exhibit
5.1
FOLEY
HOAG LLP
155
Seaport Boulevard
Boston,
Massachusetts 02210
May
19,
2008
CSP
Inc.
43
Manning Road
Billerica,
Massachusetts 01821-3901
Ladies
and Gentlemen:
We
are
familiar with the Registration Statement on Form S-8 (the “Registration
Statement”) to be filed by CSP Inc., a Massachusetts corporation (the
“Company”), with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), relating to the
offering by the Company of up to 250,000 shares (the “Shares”) of its common
stock, par value $0.01 per share, issuable upon exercise of stock options and
pursuant to other awards granted or to be granted pursuant to the CSP Inc.
2007
Stock Incentive Plan (the “Plan”).
In
arriving at the opinion expressed below, we have examined and relied on the
articles of organization of the Company, as amended to date, the by-laws of
the
Company, as amended to date, the records of meetings and consents of the Board
of Directors and stockholders of the Company provided to us by the Company,
the
Registration Statement and the Plan.
In
addition, we have examined and relied on the originals or copies certified
or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we
have
made such examination of law, as we have deemed appropriate as a basis for
the
opinion expressed below. This opinion is limited solely to the laws of The
Commonwealth of Massachusetts as applied by courts located in The Commonwealth
of Massachusetts.
We
assume
that all Shares to be issued upon exercise of options or pursuant to other
awards granted or to be granted pursuant to the Plan will be issued in
accordance with the terms of the Plan and that the purchase price of the Shares,
or the value of other consideration received or to be received by the Company
for the award of Shares, will be greater than or equal to the par value per
share of the Shares.
Based
upon and subject to the foregoing, it is our opinion that the Shares, when
issued and delivered upon the exercise of options or pursuant to other awards
duly granted pursuant to the Plan and against the receipt of the purchase price
or other consideration therefor, will be validly issued, fully paid and
nonassessable.
This
opinion is to be used only in connection with the offer and sale of the Shares
while the Registration Statement is in effect.
Please
note that we are opining only as to the matters expressly set forth herein,
and
no opinion should be inferred as to any other matters.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act. In giving such consent, we do not admit that
we
are in the category of persons whose consent is required under Section 7 of
the
Securities Act or the rules and regulations of the Commission.
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Very
truly
yours, |
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FOLEY HOAG LLP |
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By: |
/s/
Dean F.
Hanley |
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