Exhibit 4.6
KEVIN S. WOLTJEN
ATTORNEY AT LAW
(ADMITTED IN ILLINOIS ONLY)
900 Jackson Street - Suite 600
Dallas, TX 75202
Telephone: 214-712-5673
Facsimile: 214-712-5674
August 11, 1998
Board of Directors
Flexweight Corporation
1946 Plateau Way
Wendover, Nevada 89883
To the Board of Directors of Flexweight Corporation:
Flexweight Corporation, a Kansas corporation (the "Company"), has informed me of
its intention to file with the Securities and Exchange Commission ("SEC"), on or
about August 12, 1998, a registration statement on Form S-8 under the Securities
Act of 1933, as amended ("Registration Statement"), concerning the issuance of
1,500,000 shares (the "Shares") of the Company's common stock, par value $0.10
("Common Stock"), pursuant to an employee benefit plan (the "Plan"). In
connection with the filing of the Registration Statement, you have requested my
opinion regarding the validity of the issuance of such Shares.
This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.
You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding. Based on these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available form of registration and
that the Shares issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan, will be
validly issued, fully paid and nonassessable by the Company. This Opinion is
conditioned upon the above requirements being met.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:
A. I expressly except from the opinion set forth herein any
opinion or position as to whether or to what extent a Kansas
court or any other court would apply Kansas law, or the law of
any other state or jurisdiction, to any particular aspect of
the facts, circumstances and transactions that are the subject
of the opinion herein contained.
B. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents,
records and instruments provided to me by the Company and its
representatives. I have assumed the accuracy of all statements
of fact
contained therein. I have assumed that the information
provided to me by the Company is correct and that there are
shares available to be issued pursuant to the Plan. I have
further assumed the genuineness of signatures (both manual and
conformed), the authenticity of documents submitted as
originals, the conformity to originals of all copies or faxed
copies and the correctness of all such documents.
C. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will
be validly issued, fully paid and nonassessable, I assumed
that: (1) the Company's board of directors has exercised good
faith in establishing the value to be paid for the Shares; (2)
All issuances and cancellations of the capital stock of the
Company will be fully and accurately reflected in the
Company's Stock Records as provided by the Company's transfer
agent; and (3) the consideration, as determined by the
Company's Board of Directors, to be received in exchange for
each issuance of common stock of the Company will have been
paid in full and actually received by the Company when the
Shares are actually issued.
D. I expressly except from the opinion set forth herein any
opinion concerning the need for compliance by any party, and
in particular by the Company, with the provisions of the
securities laws, regulations, and/or rules of the United
States of America, the State of Kansas or any other
jurisdiction with regard to any other issue not expressly
addressed herein, which exclusion shall apply, but not be
limited to, the subsequent tradability of the Shares on either
state or federal level.
E. In rendering the opinion that Form S-8 is available, I have
assumed that the Company is satisfying the various substantive
requirements of Form S-8 and I expressly disclaim any opinion
regarding the Company's compliance with such requirements,
whether they be of federal or state origin.
F. The opinion contained in this letter is rendered as of the
date hereof, and I undertake no, and disclaim any, obligation
to advise you of any changes in or any new developments which
might affect any matters or opinions set forth herein.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and I consent to its use as an exhibit to the
Registration Statement. However, this Opinion may not be used or relied upon by
you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without in each instance my prior written consent. In
the event that any of the facts are different from those which have been
furnished to me and upon which I have relied, the conclusions as set forth above
cannot be relied upon.
Sincerely,
/s/Kevin s. Woltjen
Kevin S. Woltjen