ex1050.htm


    Exhibit
10.50

     

    
    

     

    
      	 	 	 	
               Annex
      VIII

              to

              Note
      Purchase

              Agreement

            


    

     

    

      
         

         

        [Closing
Date]

         

         

        The
Buyers listed on

        Exhibit A
Hereto

        Re:
eMagin Corporation

        Ladies
and Gentlemen:

         

         

        We have
acted as intellectual property counsel to eMagin Corporation, a Delaware
corporation (the "Company"), in connection with the issuance by the Company of
$[7,000,000] aggregate principal amount of 6% Senior Secured Convertible Note
due 2007-2008 (the "Notes"), and related Common Stock Purchase Warrants (the
"Warrants"), pursuant to the several Note Purchase Agreements, dated as of July
2006 (the "Agreements"), by and between the Company and the several Buyers named
therein (the "Buyers"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Agreements. This opinion is being delivered to you pursuant to Section 7(n) of
the Agreements.

         

        In so
acting, we have examined originals or copies (certified or otherwise identified
to our satisfaction) of the Patent and Trademark Security Agreement, dated as of
July , 2006, by and between the Company and the Collateral Agent named therein
(the "Patent and Trademark Security Agreement") and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.

         

        Based on
the foregoing, and subject to the qualifications stated herein, we are of the
opinion that:

         

        1. The
Patent and Trademark Security Agreement, taken together with the Security
Agreement, creates valid and enforceable security interests in favor of the
Collateral Agent, for the benefit of the holders from time to time of the Notes,
as secured parties, in all of the Company's right, title and interest in, to and
under the Collateral (as defined in the Patent and Trademark Security Agreement
for purposes of this opinion). The Patent Security Agreement and the Trademark
Security Agreement (attached as Exhibits E and F to the Patent and Trademark
Security Agreement) have or will be filed in the PTO, and together with the
filing of financing statements, have or will result in the perfection of the
Collateral Agent's security interests in the Collateral in the United
States.

         

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

         

        The
opinion herein is subject to (i) the limitations on perfection of security
interests in proceeds resulting from the operation of Section 9-315 of the UCC;
(ii) the limitations with respect to securities imposed by Sections 8-302 and
9-312 of the UCC; (iii) the provisions of Section 9-203 of the UCC relating to
the time of attachment; and (iv) Section 552 of Title 11 of the United States
Code (the "Bankruptcy Code") with respect to any Collateral acquired by the
Company subsequent to the commencement of a case against or by the Company under
the Bankruptcy Code.

         

         

        The
opinions expressed herein are limited to the laws of the State of New York, the
laws of the State of Delaware and the federal laws of the United States, and we
express no opinion as to the effect on the matters covered by this letter of the
laws of any other jurisdiction.

         

         

        The
opinions expressed herein are rendered solely for your benefit in connection
with the transactions described herein. Those opinions may not be used or relied
upon by any other person, nor may this letter or any copies hereof be furnished
to a third party, filed with a governmental agency, quoted, cited or otherwise
referred to without our prior written consent.

         

        
          	 
      	 
      	
                  Very
      truly yours,

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  /s/
      Jason M. Drangel

                	 
      
	 
      	 
      	
                  Epstein
      Drangel Bazerman & James, LLP