Brasher & Company
Attorneys at Law
90 Madison Street, Suite 707
Denver, Colorado, 80206
(303) 355-3000
TELEPHONE FACSIMILE
(303) 355-3000 (303) 355-3063
Januray 28, 1998
Board of Directors
Intelligent Decision Systems, Inc.
2025 East Beltline Avenue S.E., Suite 400
Grand Rapids, Michigan 49546
Re: Registration Statement on Form S-8
1998 Employee Stock Compensation Plan
Gentlemen:
We have acted as counsel to Intelligent Decision Systems, Inc., a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on Form S-8
(together with all amendments, supplements and exhibits, the "Registration
Statement"). This Registration Statement relates to the registration under the
Act of 6,000,000 shares of the Company's common stock, $.001 par value
("Shares"), which may be awarded pursuant to the Company's 1998 Employee Stock
Compensation Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the Plan
and the registration Statement and included prospectus, and have examined and
relied upon, as to factual matters, originals or certified or photostatic copies
of such corporate records, including, without limitation, minutes of the Board
of Directors and other instruments, certificates of corporate officers and such
other documents as we have deemed necessary or appropriate for the opinions
expressed herein. In making such examinations, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified or photostatic copies, and the
authenticity of originals of such photostatic copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in our
judgment, have deemed necessary or appropriate for the purposes of rendering the
opinions expressed herein.
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Brasher & Company
Board of Directors
Intelligent Decision Systems, Inc.
January 28, 1998
Page 2 of 2
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such shares will be
legally issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States of America and the
laws of the State of Delaware, and we express no opinion with respect to the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to all references made to our firm in the
Registration Statement. However, in rendering this opinion, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in regard to
the transactions contemplated by the registration Statement and may not be used,
circulated, quoted in whole or in part or otherwise referred to for any purpose
without our prior written consent and may not be relied upon by any person or
entity other than the company, its successors and assigns. This opinion is based
upon our knowledge of law and facts as of its date. We assume no duty to
communicate to you with respect to any matter which comes to our attention
hereafter.
Very truly yours,
BRASHER & COMPANY
/s/ John D. Brasher Jr.
John D. Brasher Jr.
for the Firm
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