S-8 POS

 Registration No. 333-112446

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RELM Wireless Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	59-34862971 (I.R.S. Employer Identification No.)
7100 Technology Drive
West Melbourne, FL 32904 (Address of Principal Executive Offices)

1997 Stock Option Plan

(Full title of the plan)

David P. Storey President and Chief Executive Officer	Copies of all communications to: Tom McAleavey, Esq.
RELM Wireless Corporation 7100 Technology Drive	Holland & Knight LLP 200 South Orange Avenue, Suite 2600
West Melbourne, FL 32904	Orlando, Florida 32801
(321) 984-1414	(407) 244-5108

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  þ  (Do not check if a smaller reporting company)	Smaller reporting company  o

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-8, as amended (Registration No. 333-112446) filed on February 3, 2004 (the "Registration Statement") is being filed for the sole purpose of filing Exhibit 5.1, which is an opinion of Rice Silbey Reuther & Sullivan, LLP, counsel to RELM Wireless Corporation (the "Registrant"), as to the validity of the securities included in the Registration Statement. Exhibit 5.1 hereto replaces in its entirety the opinion previously filed as Exhibit 5.1 to the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

5.1 Opinion of Rice Silbey Reuther & Sullivan, LLP, counsel to the Registrant as to the validity of the common shares

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Melbourne, State of Florida, on August 1, 2012.

RELM WIRELESS CORPORATION
By:	/s/ David P. Storey
Name:	David P. Storey
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ George N. Benjamin, III*
George N. Benjamin, III	Chairman of the Board	August 1, 2012
/s/ David P. Storey
David P. Storey	President, Chief Executive Officer, and Director (Principal Executive Officer	August 1, 2012
/s/ William P. Kelly
William P. Kelly	Executive Vice President - Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)	August 1, 2012
/s/ Donald F. U. Goebert*
Donald F. U. Goebert	Director	August 1, 2012
/s/ Randolph K. Piechocki*
Randolph K. Piechocki	Director	August 1, 2012

*By:	/s/ David P. Storey
	David P. Storey
	Attorney-in-Fact pursuant to a power of attorney

EXHIBIT INDEX

Exhibit No.
Under Reg.
S-K, Item
601	Description
5.1	Opinion of Rice Silbey Reuther & Sullivan, LLP, counsel to the Registrant as to the validity of the common shares*
* Filed herewith

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EX-5.1

Exhibit 5.1

August 1, 2012

RELM Wireless Corporation

7100 Technology Drive

West Melbourne, Florida 32904

Re:           Post-Effective Amendment No. 2 to Registration Statement on Form S-8

(Registration No. 333-112446)

Gentlemen:

We have acted as Nevada counsel to RELM Wireless Corporation, a Nevada corporation (the “Company”), in connection with the preparation of the Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (Registration No. 333-112446) to be filed by the Company with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof (the “Registration Statement”), which Registration Statement relates to the registration of an aggregate of 1,750,000 shares of the Company’s Common Stock, $0.60 par value per share (the “Shares”), reserved for issuance from time to time under the RELM Wireless Corporation 1997 Stock Option Plan, as amended June 23, 1998, March 3, 2005 and August 5, 2005 (the “Plan”).

In so acting, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) the Articles of Incorporation, as amended, and By-laws, as amended, of the Company as currently in effect, (b) the Registration Statement, as amended, (c) the Plan, (d) certain resolutions adopted by the Board of Directors of the Company, (e) minutes of certain meetings of the stockholders of the Company, and (f) such other documents, records, certificates and other instruments of the Company as in our judgment are necessary or appropriate for purposes of this opinion.

Based on the foregoing, it is our opinion that the Shares will be, when issued and sold in the manner referred to in the Plan, legally issued, fully paid and non-assessable.

The opinion expressed herein is specifically limited to the laws of the State of Nevada and the federal laws of the United States of America and is as of the date hereof.  We assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

RICE SILBEY REUTHER & SULLIVAN, LLP

/s/  RICE SILBEY REUTHER & SULLIVAN, LLP