Ellin Robert S, et al. – ‘SC 13D/A’ on 4/12/02 re: Forward Industries Inc – EX-5

On:  Friday, 4/12/02   ·   Accession #:  912057-2-14834   ·   File #:  5-40145

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          13     68K 
                          Ownership                                              
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,      8     34K 
                          Liquidation or Succession                              
 3: EX-3        Articles of Incorporation/Organization or By-Laws     13     54K 
 4: EX-4        Instrument Defining the Rights of Security Holders     3     13K 
 5: EX-5        Opinion re: Legality                                   2     13K 
 6: EX-6        Opinion re: Discount on Capital Shares                 2     10K 

EX-5   —   Opinion re: Legality

EX-5
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                                                                       Exhibit 5

 GENERAL RELEASE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT                 

ROBERT S. ELLIN, NANCY ELLIN, ATLANTIS EQUITIES, INC., ROBERT ELLIN FAMILY
 1997 TRUST, ROBERT ELLIN PROFIT SHARING PLAN,
 collectively the RELEASOR

in consideration of the sum of $10.00 and other good and valuable consideration 
received from FORWARD INDUSTRIES, INC. as RELEASEE, receipt whereof is hereby   
acknowledged, releases and discharges RELEASEE, its successors, affiliates and  
assigns, the RELEASEE'S officers, directors, employees and their respective     
affiliates, successors and assigns (all of the foregoing, collectively, the     
"RELEASEES") from all actions, causes of action, suits, debts, dues, sums of    
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,   
controversies, agreements, promises, variances, trespasses, damages, judgments, 
extents, executions, claims, and demands whatsoever, in law, admiralty or       
equity, including without limitation claims and demands referred to in          
RELEASOR'S filings on Schedule 13D or relating to compensation policy, loans and
contracts with vendors, which, against the RELEASEES, the RELEASOR, RELEASOR'S  
heirs, executors, administrators, trustees, successors and assigns ever had, now
have or hereafter can, shall or may, have for, upon, or by reasons of any       
matter, cause or thing whatsoever from the beginning of the world to the date of
the date of this RELEASE, except that                                           

RELEASOR expressly acknowledges and agrees that this RELEASE shall not apply to 
RELEASEE'S agreements, obligations, covenants, undertakings, representations and
warranties contained in that certain (a) Settlement Agreement, dated April 11,  
2002, between Robert S. Ellin, an individual residing at 350 East 79th Street,  
New York, NY 10021 ("Ellin"), Nancy J. Ellin, an individual residing at 350 East
79th Street, New York, NY 10021 ("Nancy Ellin"), Atlantis Equities, Inc., a New 
York corporation ("Atlantis"), Robert Ellin Family 1997 Trust, a trust formed   
under the laws of the United States of America (the "Trust"), Robert Ellin      
Profit Sharing Plan, a Plan formed under the laws of the United States of       
America (the "Plan", and together with Ellin, Nancy Ellin, Atlantis and the     
"Trust", the "Ellin Group") and Forward Industries, Inc., (b) Standstill        
Agreement, dated April 11, 2002, between Ellin, Nancy Ellin, Atlantis, the Trust
and the Plan and Forward Industries, Inc., or (c) Letter Agreement, dated April 
11, 2002, between Atlantis Equities, Inc. and Forward Industries, Inc., the     
agreements, terms and conditions of each of which (x) are hereby ratified and   
reaffirmed and (y) shall survive the execution and delivery of this RELEASE and 
which constitute in sum and substance the consideration for which this RELEASE  
is given.                                                                       

                                                                   Page 1 of 2

EX-5
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This RELEASE may not be changed orally.                                         

      IN WITNESS WHEREOF, the RELEASOR has caused this RELEASE to be executed on
April 11, 2002.                                                                 

             /s/ Robert S. Ellin
                            ----------------------------------
         Robert S. Ellin

         /s/ Nancy Ellin
                            ----------------------------------
     Nancy Ellin

                 Atlantis Equities, Inc.

              By: /s/ Robert Ellin
                               -------------------------------
                      Name: Robert Ellin
                            Title: Managing Director

                        Robert Ellin Family 1997 Trust

              By: /s/ Marvin Ellin
                               -------------------------------
                      Name: Marvin Ellin
                  Title: Trustee

                          Robert Ellin Profit Sharing Plan

              By: /s/ Robert Ellin
                               -------------------------------
                      Name: Robert Ellin
                  Title: Trustee

                                                                     Page 2 of 2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/12/02
		4/11/02		1		2			8-K
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