Exhibit 5.1
Opinion
Leonard E. Neilson
Attorney at Law
8160 South Highland Drive
Suite 209
Sandy, Utah 84093
Phone: (801) 733-0800 Fax: (801) 733-0808
October 17, 2002
Videolocity International, Inc.
358 South 700 East
Suite B604
Salt Lake City, Utah 84102
Re: Form SB-2
Registration Statement of Videolocity International, Inc.
To the Board of Directors:
I have acted as counsel to Videolocity International, Inc., a Nevada
corporation (the "Company"), in connection with its registration statement on
Form SB-2 related to the offer by certain selling stockholders of 70,500,000
shares of the Company's common stock, par value $.001 per share, issuable
pursuant to that certain Equity Line of Credit Agreement and Placement Agent
Agreement. The amount being registered includes shares possibly issued due to
fluctuations in per share market price of the Company's shares. The shares are
being offered pursuant to fulfillment of the terms and conditions set forth in
the Registration Statement filed on Form SB-2 in accordance with the
registration provisions of the Securities Act of 1933, as amended.
I have examined the Articles of Incorporation and all amendments
thereto, By-Laws, minutes of corporate proceedings and other corporate documents
with respect to the issuance of the shares by the Company and the offering of
shares by the selling stockholders. I have been furnished with originals, or
copies certified to my satisfaction, of all such corporate or other records of
the Company 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 Company's corporate records, I have presumed
the authenticity of all signatures which existed on the records and have
presumed the veracity and regularity of all corporate records.
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 subject to the registration statement will be
legally and validly authorized under the Articles of
Incorporation and Board of Directors of the Company and, when
distributed and paid for in accordance with the terms set
forth in the registration statement, the shares will be duly
and validly issued and outstanding, fully paid and
nonassessable.
I hereby consent to the reference to myself in the registration
statement covering the offering of the shares, the use of my name beneath the
caption "Legal Matters" in the prospectus forming a part thereof, and to the
filing of a copy of this opinion as Exhibit 5.1 thereof.
Yours truly,
/S/ Leonard E. Neilson
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Leonard E. Neilson
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