Exhibit 5.1
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Locke Liddell & Sapp LLP
Attorneys & Counselors
2200 Ross Avenue (214) 740-8000
Suite 2200 Fax: (214) 740-8800
Dallas, Texas 75201-6776 Austin.Dallas.Houston.New Orleans www.lockeliddell.com
December 14, 2000
Insynq, Inc.
1101 Broadway Place
Tacoma, Washington 98402
Ladies and Gentlemen:
We have acted as special counsel to Insynq, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form SB-2 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
offer and sale of up to 16,884,796 shares of common stock, par value $.001 per
share, of the Company (the "Common Shares"), that have been, or will be, issued
pursuant to certain warrant agreements, option agreements and/or rights to
conversion.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including the Company's Certificate of Incorporation, the Company's
Bylaws and the documents related to the transactions noted above. In our
examination we 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 to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of originals of such
copies and the authenticity of telegraphic or telephonic confirmations of public
officials and others. As to facts material to our opinion, we have relied upon
certificates or telegraphic or telephonic confirmations of public officials and
certificates, documents, statements and other information or the Company or its
representatives or officers.
Based upon the foregoing, we are of the opinion that the Common Shares that
have been issued by the Company, and paid for in accordance with the terms of
the appropriate documents related to the transactions noted above, have been
validly issued, are fully paid and non-assessable, and that the Common Stock to
be issued by the Company upon the exercise of warrants, and options, and upon
the exercise of conversion rights, as applicable, when paid for in accordance
with the terms of the appropriate documents related to the transactions noted
above, will be validly issued, fully paid and non-assessable.
We are expressing the opinions above as members of the Bar of the State of
Texas and we express no opinion as to any laws other than the laws of the State
of Texas and, to the extent relevant to the opinion herein, the General
Corporation Law of the State of Delaware and the federal securities law. You
should be aware that we are not admitted to practice in the State of Delaware,
and any opinion herein as to the laws of such State is based solely on the most
recent unofficial compilation of the corporate statutes of the State of Delaware
available to us.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus that is a part of this Registration Statement.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
/s/ Stephen L. Sapp
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Stephen L. Sapp