THOMAS P. RAABE
Attorney at Law
7641 Estate Circle
Niwot, Colorado 80503
Thomas P. Raabe Telephone (303) 530-3107
Fax (303) 652-8263
February 20, 1997
Travis Industries, Inc.
490 Orchard St.
Golden, Colorado 80401
Re: SEC Registration Statement on Form S-8
Gentlemen:
I am counsel for Travis Industries, Inc., a Colorado
corporation (the "Company") in connection with its proposed
registration under Form S-8 of the Securities Act of 1933,
as amended ("the Act"), of Eight Million (8,000,000) shares
of its $0.0001 par value Common Stock which may be issued to
certain employees, advisors and consultants under certain
stock compensation plans as to which this opinion is a part,
to be filed with the Securities and Exchange Commission
("the Commission").
In connection with rendering my opinion as set forth below,
I have reviewed and examined originals or copies identified
to my satisfaction of the following:
(1) Articles of Incorporation of the Company, as filed
with the Secretary of State of the State of Colorado on July
21, 1987 and amended on March 22, 1989, May 6, 1992 and
April 26, 1993.
(2) By-laws of the Company and Resolutions of the
Board of Directors dated February 19, 1997 authorizing the
issuance of Common Shares pursuant to a stock compensation
plan to certain employees, consultants and advisors, which
has been certified by the proper officers of the Company as
being in full force and effect.
(3) The Registration Statement and exhibits thereto as
to be filed with the Commission.
I have examined such other documents and records,
instruments and certificates of public officials, officers
and representatives of the Company, and have made such other
investigations as I have deemed necessary or appropriate
under the circumstances. In connection with rendering this
opinion, I have reviewed such statutes and judicial
precedents as I have deemed relevant and necessary. In my
examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals,
the conformity with, the original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. I have
further assumed that the recipients of shares under advisory
or consulting agreements will pay the consideration required
under the terms of the respective agreement prior to the
issuance of such shares.
Based upon the foregoing and in reliance thereon, it is my
opinion that shares of Common Stock to be issued in the
manner contemplated under the referenced compensation plan
and underlying agreements will, upon the receipt of full
payment, issuance and delivery in accordance with the terms
thereof, be duly and validly authorized, legally issued,
fully paid and nonassessable in accordance with the
Company's Articles of Incorporation, as amended and pursuant
to the Colorado Business Corporation Act, 1973 C.R.S. 7-101-
101 et seq., as amended.
This opinion is limited to the laws of the state of Colorado
and the Colorado Business Corporation Act, and I express no
opinion with respect to the laws of any other jurisdiction.
While this opinion is given for the sole benefit of the
Company, I consent to you filing this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-8. This opinion is not to
be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent. This
opinion is based upon my knowledge of the law and facts as
of the date hereof. I assume no duty to communicate with you
with respect to any matter which comes to my attention
hereafter. This opinion has been issued after full
disclosure to the Company and waiver by duly authorized
officers of the Company of a conflict of interest created by
the fact that I am receiving certain shares of common stock
from the Company as compensation for legal services, which
shares are being registered under the Form S-8 registration
statement for which this opinion is being provided.
Very truly yours,
By: /ss/ Thomas P. Raabe
Thomas P. Raabe, Attorney at
Law