EXHIBIT 5.1 AND 23.1
Cletha A. Walstrand
Attorney at Law
8 East Broadway, Suite 609
Salt Lake City, UT 84111
Office: 801-363-0890 Fax: 801-363-8512
cwalstrand@networld.com
April 22, 2002
The Board of Directors
FP Holdings, Inc.
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
Gentlemen:
We have been retained by FP Holdings, Inc. (the "Company"), in connection with the Registration
Statement on Form SB-2 filed by the Company with the Securities and Exchange Commission (the
"Registration Statement") relating to 400,000 shares of common stock, par value $0.001 per share. You have
requested that we render an opinion as to whether the common stock as proposed to be issued on the terms set
forth in the Registration Statement will be validly issued, fully paid and non-assessable.
In connection with this engagement, we have examined the following:
1. the articles of incorporation of the Company;
2. the Registration Statement;
3. the bylaws of the Company; and
4. unanimous consents of the board of directors.
We have examined such other corporate records and documents and have made such other
examinations as we deemed relevant.
Based upon the above examination, we are of the opinion that the shares of common stock proposed
to be issued pursuant to the Registration Statement, are validly authorized and, when issued in accordance
with the terms set forth in the Registration Statement, will be validly issued, fully paid, and non-assessable.
We hereby consent to being named in the Prospectus included in the Registration Statement as having
rendered the foregoing opinion and as having represented the Company in connection with the Registration
Statement.
Sincerely yours,
/s/ Cletha A. Walstrand
Cletha A. Walstrand
Attorney at Law
