Home Director Inc – ‘SB-2’ on 3/8/04 – EX-5.1

On:  Monday, 3/8/04, at 5:31pm ET   ·   Accession #:  950136-4-679   ·   File #:  333-113408

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration Statement                                71    393K 
 2: EX-3.4      Amended and Restated By-Laws                          17     72K 
 3: EX-4.34     Common Stock Purchase Warrant - Brockington           14     61K 
 4: EX-4.35     Common Stock Purchase Warrant - Sld                   14     61K 
 5: EX-4.36     Form of Warrant                                       12     45K 
 6: EX-4.37     Common Stock Purchase Warrant - Trask                 13     50K 
 7: EX-5.1      Opinion of Kronish Lieb Weiner & Hellman LLP           2     12K 
 8: EX-10.10    Placement Agency Agreement                            24    122K 
 9: EX-10.11    Engagement Agreement                                   8     35K 
10: EX-10.12    Consulting Agreement                                   3     14K 
11: EX-10.13    Subscription Agreement                                11     67K 
12: EX-10.14    Registration Rights Agreement                         10     46K 
13: EX-10.15    Employment Agreement - Liddle                         10     40K 
14: EX-10.16    Employment Agreement                                  14     41K 
15: EX-10.17    Separation Agreement                                   9     39K 
16: EX-23.1     Consent of Mahoney Cohen & Company                     1      7K 

EX-5.1   —   Opinion of Kronish Lieb Weiner & Hellman LLP

EX-5.1
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                          [KRONISH LIEB WEINER & HELLMAN LLP LETTERHEAD OMITTED]

               March 8, 2004

Home Director, Inc.                                                             
2525 Collier Canyon Road                                                        
Livermore, California 94551                                                     

                 RE: COMMON STOCK OF HOME DIRECTOR, INC. REGISTERED ON FORM SB-2

Ladies and Gentlemen:                                                           

We have acted as counsel to Homer Director, Inc., a Delaware  
corporation (the "Company"), in connection with the filing of a registration    
statement on Form SB-2 (the "Registration Statement") for purposes of           
registration under the Securities Act of 1933, as amended, of 10,588,633 shares 
of the Company's common stock for resale by the selling stockholders named in   
the Registration Statement. As more particularly described in the Registration  
Statement, as filed on March 8, 2004, the Company is registering for resale:    

 3,488,354 shares of the Company's common stock owned by selling
stockholders; and                                             

    7,100,279 shares of the Company's common stock issuable to selling
stockholders upon the exercise of outstanding warrants.       

      We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and    
such other documents and have made such other factual and legal investigations, 
as we have deemed necessary as the basis for the opinions set forth below. In   
our examination, we have assumed the genuineness of all signatures, the         
authenticity of all documents submitted to us as originals, and the conformity  
to authentic original documents of all documents submitted to us as copies or as
facsimiles of copies or originals.                                              

Based upon the foregoing, we are of the opinion that:         

     (a) the 3,488,354 shares of the Company's common stock owned by the
       selling stockholders are validly issued, fully paid and nonassessable
shares of common stock; and                                   

    (b) the 7,100,279 shares of the Company's common stock issuable to
       selling stockholders upon the exercise of warrants in accordance with
    their terms will, upon such issuance pursuant to such exercise, be
      validly issued, fully paid and nonassessable shares of common stock.

1114 Avenue of the Americas, New York, NY 10036-7798
--------------------------------------------------------------------------------
 Phone: (212) 479-6000 o Fax: (212) 479-6275

EX-5.1
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Home Director, Inc.                                                             
March 8, 2004                                                                   
Page 2                                                                          

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we are 
within the category of persons whose consent is required under Section 7 of the 
Securities Act of 1933, as amended, or the General Rules and Regulations        
thereunder.                                                                     

         We are qualified as lawyers only in the State of New York. Our opinions
expressed in this letter are limited to matters governed by the federal laws of 
the United States of America, the laws of the State of New York, and the        
statutory provisions of the General Corporation Law of the State of Delaware (as
opposed to decisions of the courts interpreting such statutes).                 

      We assume no obligation to advise you of any changes in facts or law
relevant to our opinions that may come to our attention subsequent to the       
delivery of this opinion letter. This opinion letter has been prepared solely   
for your use in connection with the filing of the Registration Statement and    
should not be quoted or used for any other purpose without our prior written    
consent.                                                                        

                       Very truly yours,

                                           /s/ Kronish Lieb Weiner & Hellman LLP

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
Filed on:		3/8/04		1		2			None on these Dates
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