EXHIBIT 5.2
[letterhead]
October
14, 2009
Network-1
Security Solutions, Inc.
445 Park
Avenue, Suite 1018
New York,
New York 10022
Re: Network-1
Security Solutions, Inc.
Registration
Statement on Form S-8
We have acted as counsel for Network-1 Security Solutions,
Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”), with
respect to the registration under the Securities Act of 1933, as amended (the
“Act”), of an aggregate of 2,722,709 shares of common stock, par value $.01 per
share (the “Shares”). The Shares consist of 2,687,709 shares of common stock to
be issued and sold pursuant to 18 individual option agreements in favor of
certain officers, directors, employees and consultants of the Company and 35,000
shares of common stock issued upon exercise of options granted by the Company
under its Amended and Restated 1996 Stock Option Plan (collectively, the
“Plan”).
In
connection with the registration of the Shares, we have reviewed copies of the
Registration Statement, the Option Agreements, the Amended and Restated 1996
Stock Option Plan, the Company’s Certificate of Incorporation, as amended, the
Company’s Bylaws, and such documents and records as we have deemed necessary to
enable us to express an opinion on the matters covered hereby.
We have
also examined and relied upon representations, statements or certificates of
public officials and officers and representatives of the Company.
In all
such examinations, we have assumed the completeness and authenticity of all
records and documents submitted to us as originals and the conformity to
original records and documents of all copies submitted to us as reproduced or
conformed copies.
A partner
of this firm owns 23,584 shares of Common Stock of the Company and options to
purchase an aggregate of 2,500 Shares.
We hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
We are
delivering this opinion to the Company, and no person other than the Company may
rely on it.
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Very
truly yours,
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/s/ Eiseman Levine
Lehrhaupt & Kakoyiannis, P.C.
Eiseman
Levine Lehrhaupt & Kakoyiannis,
P.C. |