EX-5.1 2 0002.txt OPINION OF SCHNADER HARRISON SEGAL & LEWIS LLP EXHIBIT 5.1 OPINION OF SCHNADER HARRISON SEGAL & LEWIS LLP November 14, 2000 Board of Directors Elcotel, Inc. 6428 Parkland Drive Sarasota, Florida 34243 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel for Elcotel, Inc. ("Elcotel") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of a Registration Statement on Form S-8 relating to 500,000 shares of common stock of Elcotel (the "Shares") issuable upon exercise of options granted to optionees pursuant to the Elcotel, Inc. 1991 Stock Option Plan (the "Plan"). As counsel for Elcotel, we have examined such corporate records and other documents of Elcotel and considered such questions of law as we have deemed necessary or appropriate for purposes of this opinion. On the basis of such examination, we are of the opinion that the Shares have been duly authorized, and when duly issued against payment of the purchase price therefor pursuant to the Plan and due exercise of the options thereunder, will be validly issued, fully paid and non-assessable. We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, SCHNADER HARRISON SEGAL & LEWIS LLP