EX-5 3 s8ex5-1.txt OPINION OF COUNSEL EXHIBIT 5.1 BUSH ROSS GARDNER WARREN & RUDY, P.A. [letterhead] ATTORNEYS AT LAW 220 SOUTH FRANKLIN STREET TAMPA, FLORIDA 33602 (813) 224-9255 FAX (813) 223-9620 ------------------ MAILING ADDRESS: POST OFFICE BOX 3913 TAMPA, FL 33601 July 23, 2002 Technology Research Corporation 5250 140th Avenue North Clearwater, FL 33760 We have represented Technology Research Corporation, a Florida corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement"), for registration under the Securities Act of 1933, as amended (the "Securities Act"), of a maximum of 300,000 of the Company's common stock, par value $.51 per share (the "Common Shares"), issued to or to be issued pursuant to the Technology Research Corporation 2000 Long Term Incentive Plan (the "Plan"). Based upon our examination of such documents and other matters as we deem relevant, it is our opinion that (i) the Common Shares to be offered by the Company under the Plan pursuant to the Registration Statement have been duly authorized and, (ii) when issued and sold by the Company in accordance with the Plan and the stock options exercised thereunder, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Randy K. Sterns Randy K. Sterns