Exhibit 5
Opinion Re: Legality
Jackson L. Morris
Attorney at Law
3116 W. North A Street, Tampa, Florida 33609-1544
jackson.morris@rule144solution.com
November 06, 1008
Board of Directors
Opticon Systems, Inc.
Suite 100
1701 West Northwest Highway
Grapevine, Texas 76051
Re: Registration Statement on Form S-8
Gentlemen:
I am acting as special counsel for Opticon Systems, Inc., a Nevada corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offer and sale of 4,000,000 (Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") which the Company intends to offer and sell to the participant (as defined) in the Company’s “Consultant’s Compensation Plan No. 1” (the “Plan”). A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission.
In rendering the opinion expressed herein, I have reviewed such matters of law as I have deemed necessary and have examined copies of such agreements, instruments, documents and records as I have deemed relevant. In rendering the opinions expressed herein, I have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon, the legal capacity of all natural persons executing such documents, the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies and the completeness and accuracy of the certificates of public officials which I have examined. I have made no independent factual investigation with regard to any such matters. I have assumed the Company will have a sufficient number of authorized but unissued shares unreserved and legally available at the date each issuance of Shares is required under the Plan.
Based upon the foregoing and subject to the qualifications stated herein, it is my opinion that the Shares to be issued, when issued and delivered in accordance with the Plan, will be validly issued, fully paid and non-assessable. The opinion expressed herein is limited to matters involving the federal laws of the United States and to the corporate laws of the State of Nevada, and I express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement and the reference to me therein under the caption "Interests of Named Experts and Counsel." The opinion expressed herein is rendered solely for your benefit in connection with the transaction described herein. Except as otherwise provided herein, this opinion may not be used or relied upon by any person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without my prior written consent.
Very truly yours
/s/ Jackson L. Morris
Jackson L. Morris
