KEVIN S. WOLTJEN
ATTORNEY AT LAW
(ADMITTED IN ILLINOIS ONLY)
186 F Street
Salt Lake City, Utah 84103
Telephone: 801-533-8336
Facsimile: 801-322-3637
Email: woltjen@icw.com
October 30, 1997
Board of Directors
Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, FL 32176
To the Board of Directors of Eurotronics Holdings Incorporated:
Eurotronics Holdings Incorporated, a Utah corporation (the "Company"), has
informed me of its intention to file with the Securities and Exchange Commission
("SEC"), on or about October 30, 1997, a registration statement on Form S-8
under the Securities Act of 1933, as amended ("Registration Statement"),
concerning the issuance of 17,000,000 shares (the "Shares") of the Company's
common stock, par value $0.0001 ("Common Stock"), pursuant to three employee
benefit plans (the "Benefit Plans"). 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.
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and Bylaws;
2. The Registration Statement;
3. The authorization and approval of the Company's benefit plans
concerning the Shares and Registration Statement by the
Company's Board of Directors;
4. The Company's Section 10(a) Prospectus for the Registration
Statement;
5. The Company's most recently filed Form 10-KSB and all
subsequently filed reports on Form 10-QSB; and 6. Such other
documents as I have deemed necessary for the purposes of this
Opinion.
For the purposes of rendering this opinion, I have assumed that no person or
entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, I express no opinion as to the validity of any of the assumptions,
form, or content of any financial or statistical data in the Registration
Statement.
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 Benefits Plans. 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. This opinion is conditioned on
all of these assumptions being correct.
Based on the above examination and to the best of my knowledge, I am of the
opinion that, when issued and sold, the Shares will be validly and legally
issued; provided, however, that no opinion is rendered under the document
regarding compliance with federal or state securities or blue sky laws. I am of
the further opinion that, when issued and sold, the Shares will be fully paid
and nonassessable. 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. Certain of the remedial provisions of the Benefits Plans may
be further limited or rendered unenforceable by other
applicable laws and interpretations.
B. I expressly except from the opinion set forth herein any
opinion or position as to whether or to what extent a Utah
court or any other court would apply Utah 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.
C. To the extent any opinion set forth above is qualified by
reference to my knowledge, my knowledge is based solely upon
my examination of the items set forth in Paragraphs (1)
through (6) above.
D. In rendering the opinion that the shares of Common Stock to be
registered pursuant to the Registration Statement and issued
under the Benefits Plans 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
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
has been paid in full and actually received by the Company.
E. The opinion set forth herein, insofar as it relates to
specific agreements or documents, relates to the specified
agreements or documents and to the exhibits or schedules
referred to in this Opinion and attached to such agreements or
documents at the time of my examination of such agreements or
documents. Said opinion does not extend to documents,
agreements, or instruments referred to in said agreements or
documents (even if incorporated therein by reference), or to
any exhibits, annexes, or schedules that are not identified in
this Opinion.
F. 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 Utah 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.
G. I expressly except from the opinion set forth herein any
opinion concerning the adequacy or compliance with any laws,
Federal or state, of the Company's Form S-8 or any of its
exhibits not expressly authored by me.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and I hereby consent to the use of it as an exhibit to
the Registration Statement. 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.
My opinion is limited to the specific opinions expressed above. No other
opinions are intended to be inferred therefrom. This opinion is addressed to and
is for the benefit solely of the Company and no other person or persons shall be
furnished a copy of this opinion or are entitled to rely on the contents herein
without my express 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.
The opinions contained in this letter are 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.
Sincerely,
/s/Kevin S. Woltjen
Kevin S. Woltjen