EXHIBIT "C"
Opinion and Consent of Counsel
Kim Taylor
Attorney at Law
September 15, 1998
Board of Directors
Flexweight Corporation
915 N. Wells, Suite 4
Wendover, NV 89883
RE: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for Flexweight Corporation, a Kansas
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a a registration statement on Form S-8
(the "Registration Statement"), concerning the issuance of an 1,018,333 shares
of the Company's Common Stock, par value $0.10 (the "Shares"), pursuant to an
employee benefit plan (the "Plan"). In association with the filing of the
Registration Statement, you have requested my opinion regarding the validity of
the issuance of the aforementioned Shares.
For the purpose of this opinion, I have examined the Company's articles of
incorporation, other relevant corporate records, and the Registration Statement
to be filed with the Commission. In addition, I have made such investigations of
federal law as I have considered necessary and appropriate to form a basis for
this opinion. My opinion is qualified by the scope of the document review
specified herein and I make no representations as to the sufficiency of my
investigation for this opinion. I further expressly exempt from this opinion any
representations as to the completeness, adequacy, accuracy or any other aspect
of the financial statements incorporated in the Registration Statement.
The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Kansas; the Company is current
in its filings with the Commission; the Company's board of directors has
authorized the filing of a Form S-8 Registration Statement and that the number
of shares to be included in the Registration Statement are available for
issuance based upon Corporate documentation and on the amount of shares actually
issued and outstanding. As such, I am of the opinion that the Shares herein
referenced have been duly and validly authorized and that subject to compliance
with all provisions of the Plan, the Shares will be validly issued as fully paid
and non-assessable shares of Common Stock in the Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company.
(B) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.
(C) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradability of any Shares
issued pursuant to the Plan.
(D) I am admitted to practice law in the State of Utah. I am not admitted
to practice law in the State of Kansas or in any other jurisdiction where the
Company may own property or transact business. This opinion is with respect to
federal law only and I have not consulted legal counsel from any other
jurisdiction for the purpose of the opinion contained herein. I expressly except
from this opinion any opinion 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 this opinion.
(E) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as of the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect of this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.
Sincerely,
/s/ Kim Taylor
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Kim Taylor