EX-5.1 2 dex51.htm OPINION OF HONIGMAN MILLER SCHWARTZ AND COHN LLP Opinion of Honigman Miller Schwartz and Cohn LLP

EXHIBIT 5.1

Opinion of Honigman Miller Schwartz and Cohn LLP.

[HMS&C LETTERHEAD]

January 9, 2007

Amerigon Incorporated

21680 Haggerty Rd, Suite 101

Northville, MI 48167

Ladies and Gentlemen:

We have represented Amerigon Incorporated, a Michigan 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 1,800,000 of the Company’s Common Shares, no par value (the “Common Shares”), to be issued pursuant to awards under the Amerigon Incorporated 2006 Equity Incentive Plan (the “Plan”).

Based upon our examination of such documents and other matters as we deem relevant, it is our opinion that (1) the Common Shares to be offered by the Company under the Plan pursuant to the Registration Statement have been duly authorized and, (2) when issued and sold by the Company in accordance with the Plan and the awards 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/ HONIGMAN MILLER SCHWARTZ AND COHN LLP
HONIGMAN MILLER SCHWARTZ AND COHN LLP