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Exhibit 5.1
[LETTERHEAD OF HADDAN & ZEPFEL LLP]
June 18, 1999
Modtech Holdings, Inc.
2830 Barrett Avenue
Perris, CA 92571
Dear Sirs:
You have requested our opinion with respect to certain matters in
connection with the filing by Modtech Holdings, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of up to 1,181,163
shares of the Company's Common Stock, $0.01 par value (the "Shares"), for
issuance pursuant to the Agreement and Plan of Reorganization and Merger, dated
September 28, 1998.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation and Bylaws,
and the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. We
have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement will be validly issued, fully paid, and nonassessable
shares of Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Haddan & Zepfel LLP
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Haddan & Zepfel LLP