EXHIBIT 5.1
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[TO BE PREPARED ON JIM LEWIS LETTERHEAD]
November 18, 1999
Digital DJ, Inc.
1658 East Capitol Expwy.
San Jose, CA 95121
Re: Digital D.J., Inc.
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Gentlemen:
I have acted as counsel to Breakthrough Electronics, Inc., a Nevada
corporation ("BEI"), and Digital DJ Subsidiary, Inc., a Nevada corporation, in
connection with the Agreement and Plan of Merger (the "Agreement") dated as of
November 22, 1999 (the "Closing Date") among Digital DJ, Inc., Breakthrough
Electronics, Inc., and Digital DJ Subsidiary, Inc., and the Resignation and
Termination Agreement, and the Officer, Director, Principal Shareholder
Certificate and the Certificate of Agreement of Merger, each dated November 22,
1999 (collectively, the "Closing Documents").
In rendering the opinions set forth herein, I have examined and relied
on originals or copies, certified or otherwise identified to our satisfaction,
of the following documents:
3. The Agreement;
(b) The Closing Documents;
(c) The Articles of Incorporation of BEI;
(d) The Articles of Incorporation of DDJ Sub;
(e) The Certificate of Qualification of Foreign Corporation of the
State of Utah;
(f) The Bylaws of BEI (the "BEI Bylaws"); and
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(g) Such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
Based upon the foregoing, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that:
1. BEI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and has all necessary power and
authority to execute and deliver the Agreement and to perform its obligations
thereunder. BEI is duly authorized to do business as a foreign corporation in,
and is in good standing in, the State of Utah. BEI is authorized to issue
50,000,000 shares of common stock, $.01 par value, of which 710,536 are issued
and outstanding. There are no other outstanding shares or rights to acquire
shares of BEI's equity securities.
2. DDJ Sub is a corporation duly organized validly existing and in good
standing under the laws of the State of Nevada and has all necessary power and
authority to execute and deliver the Agreement and to perform its obligations
thereunder.
3. The execution and delivery by BEI and the principal shareholders of
the Agreement and the Closing Documents and their performance of the obligations
thereunder have been duly and validly authorized by all necessary action on the
part of BEI, DDJ Sub and each principal shareholder. The Agreement and the
Closing Documents (including, the schedules and each exhibit) have been duly
executed and delivered where applicable by BEI, DDJ Sub and the principal
shareholders and constitute a valid and binding obligation of each enforceable
against each of them in accordance with their respective terms, except as
enforcement relating to or affecting the enforcement of creditors rights
generally and the availability of the equitable remedies that may be subject to
general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, the possible
unavailability of specific performance or injunctive relief and the discretion
of the court before which any proceeding, whether in equity or at law, may be
brought.
4. Neither the execution and delivery of the Agreement or the Closing
Documents nor the consummation by BEI, DDJ Sub and each principal shareholder of
any of the transactions therein contemplated, or the fulfillment of, or
compliance with, the terms and provisions thereof, will conflict with or result
in a violation of any of the Articles of Incorporation or Bylaws of BEI or DDJ
Sub or any contract or agreement to which any of these are subject.
5. BEI is current on and has fully and completely made all necessary
filings with the United States Securities and Exchange Commission and Nasdaq
Electronic Bulletin Board for the quarter ended June 30, 1999, through the
quarter ended September 30, 1999, to remain in good standing as a 15d reporting
company and to continue to be quoted on the Nasdaq Electronic Bulletin Board.
With respect to the aforementioned documents, we have assumed the
genuineness of all signatures, the authenticity of all items submitted to us as
originals, the conformity with originals of all items submitted to us as copies
and the due authority of all persons executing the same.
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This opinion is being delivered solely for the benefit of Digital DJ
and its shareholders in connection with the transaction contemplated by the
introductory paragraph to this opinion. Except as may be required by applicable
laws and governmental regulations, it may not be quoted, filed with any
governmental authority or other regulatory agency or otherwise circulated or
utilized for any other purpose without our prior written consent.
Very truly yours,
James C. Lewis
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