EX-5.1
Opinion and consent of Leonard E. Neilson, Attorney at Law, P.C.
LEONARD E. NEILSON
ATTORNEY AT LAW
8160 South Highland Drive
Suite 209
Sandy, Utah 84093
Phone: (801) 733-0800 Fax: (801) 733-0808
April 15, 2002
Videolocity International, Inc.
358 South 700 East
Suite B604
Salt Lake City, Utah 84102
Re: Form S-8 Registration Statement
Videolocity International, Inc. 2002 Stock Option
and Stock Award Plan
S.E.C. File No. 33-2310-D
To the Board of Directors:
I have acted as counsel to Videolocity International, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), of the Company's registration
statement on Form S-8 (the "Registration Statement") relating to the
registration under the 1933 Act of shares of the Company's common stock, par
value $.001 ("Common Stock") which may be issued pursuant to the Videolocity
International, Inc. 2002 Stock Option and Stock Award Plan (the "Plan").
In rendering this opinion, I have examined the Registration Statement
as well as a copy of the Company's Articles of Incorporation and all amendments
thereto, By-Laws, minutes of corporate proceedings, and other corporate
documents with respect to the issuance of the Common Stock. I have been
furnished with originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records") and I have
made such other legal and factual examinations and inquiries as I have
considered necessary as a basis for the opinions expressed herein. In the
examination of the Corporate Records, I have presumed the authenticity of all
signatures which existed on the Corporate Records and have presumed the veracity
and regularity of all Corporate Records. I have also reviewed such statutes and
judicial precedents as deemed relevant and necessary as a basis for the opinion
hereinafter expressed.
As to the question of fact material to this opinion letter, I have
relied upon the representations and warranties, certificates of and
conversations and correspondences with, officers and representatives of the
Company. Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Nevada.
2. The shares of Common Stock subject to the Registration
Statement have been legally and validly authorized under the
Articles of Incorporation and, when issued and sold in
accordance with the terms of the Plan and the manner
contemplated by the Registration Statement, will be duly and
validly issued and outstanding, fully paid and nonassessable.
-1-
This opinion is limited to the laws of the State of Nevada and the
Nevada Revised Statutes and no opinion is expressed with respect to the laws of
any other jurisdiction.
I further consent to you filing this opinion with the 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
the prior written consent of the undersigned. This opinion is based on 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.
Yours truly,
/S/ LEONARD E. NEILSON
---------------------------
Leonard E. Neilson
:ae
-2-