September 13, 2006
Board of Directors
National Healthcare Technology, Inc..
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentleman:
I have acted as counsel for National Healthcare Technology, Inc.
(the "Company"), in connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, (the
"Registration Statement"). You have requested my opinion in connection with the
registration by the Company of 3,800,000 shares ("Shares") of its common stock
to be issued pursuant to a registration statement on Form S-8 filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"). Such registration statement, as amended or supplemented is
hereinafter referred to as the "Registration Statement." The Shares are to be
issued under the Company's 2006-1 Consultant and Advisor Services Plan (the
"Plan").
You have advised that:
1. The Company is current in its reporting responsibilities to the
Securities and Exchange Commission as mandated by the Securities Exchange Act of
1934, as amended.
2. The Shares will be issued to consultants and participants in the
Plan as compensation for their services on behalf of the Company. Such persons
Shall have provided bona-fide services to the Company which are not in relation
to the offer or sale of securities in a capital-raising transaction, and which
did not either directly or indirectly promote or maintain a market for the
Company's securities.
3. The shares to be issued to these individuals will be pursuant to
corporate resolution and the approval of the Board of Directors of the Company.
These shares registered pursuant to the Registration Statement will be issued
without restrictive legend to those persons who are not deemed to be affiliates
of the Company as defined in Rule 405 of the Act.
I have read such documents as have been made available to me. For
purposes of this opinion, I have assumed the authenticity of such documents.
Based on the accuracy of the information supplied to me, it is my
opinion that the Company may avail itself of a Registration Statement on Form
S-8, and is qualified to do so. Further, subject to the limitation set forth in
the Company's Articles of Incorporation with respect to the maximum number of
shares of common stock that the Company is authorized to issue, and assuming
that the Shares will be issued as set forth in the Plan and the Registration
Statement, at a time when effective, and that the Company will fully comply with
all applicable securities laws involved under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated pursuant to said Acts, and in those states of foreign
jurisdictions in which the Shares may be sold, I am of the opinion that, upon
proper and legal issuance of the Shares and receipt of the consideration to be
paid for the Shares, the Shares will be validly issued, fully paid and no
assessable shares of common stock of the Company.
This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by any Plan participants, once properly and legally issued
pursuant to the Plan as described in the Registration Statement.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. I also consent to the reference to me
under the heading in the Registration Statement. In giving this consent, I do
not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission. This
opinion and consent may be incorporated by reference in a subsequent
registration statement on Form S-8 filed pursuant to Rule 462(b) under the Act
with respect to the registration of additional securities assumable under the
Plan.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or supplement this opinion should the present laws of
the State of Colorado or the federal law of the United States be changed by
legislative action, judicial decision or otherwise. This opinion is furnished to
you pursuant to the applicable rules and regulations promulgated under the Act
in connection with the filing of the Registration Statement.
Sincerely,
/s/ Dave Neville
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Dave Neville, Esq.
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