EX-23.2 7 p15515_ex23-2.txt CONSENT OF CROSBY, HEAFEY, ROACH & MAY Crosby, Heafey, Roach & May PROFESSIONAL CORPORATION ATTORNEYS AT LAW 1999 HARRISON STREET OAKLAND, CALIFORNIA 94612-3572 (510) 763-2000 FAX (510) 273-8832 www.crosbyheafey.com MAILING ADDRESS: POST OFFICE BOX 2084 OAKLAND, CALIFORNIA 94604-2084 CENTURY CITY LOS ANGELES PALO ALTO (310) 734-5200 (213) 457-8000 (650) 251-9880 SAN FRANCISCO WESTLAKE VILLAGE (415) 543-8700 (805) 777-8420 CHRM _Crosby, Heafey, Roach & May May 24, 2002 Enova Systems, Inc. 19850 South Magellan Drive Torrance, CA 90502 Re: Enova Systems, Inc. Form S-1 Registration Statement Ladies and Gentlemen: We have acted as counsel to Enova Systems, Inc., a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to Six Million Two Hundred Thousand (6,200,000) shares of the Common Stock of the Company (the "Shares") to be sold for the account of a selling shareholder pursuant to a Registration Statement on Form S-1 (File No. 333-85308), filed with the Securities and Exchange Commission (the "SEC") on April 1, 2002, as amended from time to time (the "Registration Statement"). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of Regulation S-K. As such counsel, we are familiar with the proceedings taken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, we have examined originals or copies of (i) the Amended and Restated Certificate of Incorporation of the Company, (ii) the Bylaws of the Company; (iii) certain resolutions of the Board of Directors of the Company; and (iv) such other documents and records as we have deemed necessary and relevant for the purposes hereof. In addition, we have relied on certificates of officers of the Company and certificates of public officials as to certain matters of fact relating Crosby, Heafey, Roach & May PROFESSIONAL CORPORATION Enova Systems, Inc. May 24, 2002 Page 2 to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. We have assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to authentic original documents, certificates and records of all such documentation submitted to us as copies and the truthfulness of all statements of facts contained therein. Based on the foregoing and subject to the limitations set forth herein and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been legally issued and are fully paid and nonassessable shares of the Common Stock of the Company. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the SEC promulgated thereunder, or Item 509 of Regulation S-K. The foregoing opinion is based on and limited to the General Corporation Law of the State of California and the relevant federal laws of the United States, and we express no opinion with respect to the laws of any other jurisdiction. This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares. Very truly yours, CROSBY, HEAFEY, ROACH & MAY, PROFESSIONAL CORPORATION