EX-5.1 4 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 November 25, 2003 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"), relating to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 300,000 shares of the Company's common stock, par value $.51 per share (the "Stock"), to be issued pursuant to options granted or to be granted under the Technology Research Corporation 2000 Long Term Incentive Plan (the "Plan"), as amended, pursuant to the Company's 2003 annual meeting of its shareholders (the "Plan"). As counsel to the Company, we have examined the proceedings taken by the Company in connection with the registration of the Stock. Based upon our examination of such documents and other matters as we deem relevant, it is our opinion that (i) the Stock 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 Registration Statement and the related Prospectus, will be legally issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, Bush, Ross, Gardner Warren & Rudy, P.A. By: /Randy K. Sterns/ _____________________________ Randy K. Sterns, Shareholder