Colbert u Johnston LLP
Attorneys and Counselors at Law
February 20, 2008
Cistera Networks, Inc.
17304 Preston Road, Suite 975
Dallas, Texas 75252
Ladies and Gentlemen:
This firm has acted as counsel for Cistera Networks, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-1 (the "Registration Statement"), in connection with the proposed offering of an aggregate of aggregate of 9,724,395 shares of the Company’s common stock, $.001 par value per share (“Common Stock”), of which 90,384 shares are issued and outstanding, 3,498,776 shares are issuable upon exercise of outstanding warrants (the “Warrants”), and 6,135,235 shares are issuable upon conversion of convertible promissory notes (the “Notes”). Unless otherwise defined herein, capitalized terms used and not herein defined have the respective meaning given such term in the Registration Statement.
In reaching the opinions set forth herein, this firm has reviewed the Company's Articles of Incorporation and Bylaws, minutes of the meetings of the Company's Board of Directors, certificates of public officials, and other matters that this firm deemed relevant.
Based on the foregoing, we are of the opinion that (a) the 90,384 shares of issued and outstanding Common Stock have been duly authorized, and are validly issued, fully paid and non-assessable; (b) the 3,498,776 shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and, when issued upon such exercise in accordance with the terms of the Warrants and following receipt by the Company of the consideration therefor, shall be duly and validly issued, fully paid and nonassessable; and (c) the 6,135,235 shares of Common Stock issuable upon exercise of the Notes have been duly authorized and, when issued upon conversion of the Notes in accordance with the terms of the Notes, shall be duly and validly issued, fully paid and nonassessable.
The opinion expressed above is subject to the following assumptions, exceptions, and qualifications: (a) all information contained in all documents reviewed by this firm is true and correct, (b) all signatures on all documents reviewed by this firm are genuine, (c) all documents submitted to this firm as originals are true and complete, (d) all documents submitted as copies
6021 Morriss Road, Suite 101, Flower Mound, Texas 75028
Phone: (972) 724-3338 · Fax: (972) 724-1922
Cistera Networks, Inc.
February 15, 2008
Page 2
are true and complete copies of the originals thereof, (e) each natural person signing any document reviewed by this firm had the legal capacity to do so, (f) each person signing in a representative capacity any document reviewed by this firm had authority to sign in such capacity, and (d) the laws of any jurisdiction other than Texas that govern any of the documents reviewed by this firm do not modify the terms that appear in any such document.
The opinions expressed above are limited to the laws of the State of Texas, the corporate laws of the State of Nevada, and the federal laws of the United States of America. We assume no obligation to inform you of any facts, circumstances, events or changes in the law that may hereafter be brought to our attention that may alter, affect or modify the opinion expressed herein.
This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, this firm does not thereby admit that it comes within the category of persons whose consent is required under section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Colbert Johnston LLP
COLBERT JOHNSTON LLP
