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PATRIOT SCIENTIFIC CORPORATION
FORM S-8
Registration Statement
EXHIBIT NO. 5.2
Consent of Brasher & Company,
Attorneys at Law
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BRASHER & COMPANY
(LETTERHEAD)
March 20, 1997
Board of Directors
PATRIOT SCIENTIFIC CORPORATION
10989 Via Frontera
San Diego, California 92127
Re: Registration Statement on Form S-8
1992 Non-Statutory Stock Option Plan
Gentlemen:
We have acted as counsel to PATRIOT SCIENTIFIC CORPORATION, a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on Form
S-8 (together with all amendments, supplements and exhibits, the "Registration
Statement"). This Registration Statement relates to the registration under the
Act of 750,000 shares of the Company's common stock, $.00001 par value
("Shares"), which may be issued pursuant to the Company's 1992 Non-Statutory
Stock Option Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the
Plan and the Registration Statement and included prospectus, and have examined
and relied upon, as to factual matters, originals or certified or photostatic
copies of such corporate records, including, without limitation, minutes of the
Board of Directors and other instruments, certificates of corporate officers
and such other documents as we have deemed necessary or appropriate for the
opinions expressed herein. In making such examinations, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies, and the authenticity of originals of such photostatic copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in
our judgment, have deemed necessary or appropriate for the purposes of
rendering the opinions expressed herein.
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Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the Commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such Shares will be
legally issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States of America
and the laws of the State of Delaware, and we express no opinion with respect
to the laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to all references made to our firm in
the Registration Statement. However, in rendering this opinion, we do not
hereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in
regard to the transactions contemplated by the Registration Statement and may
not be used, circulated, quoted in whole or in part or otherwise referred to
for any purpose without our prior written consent and may not be relied upon by
any person or entity other than the Company, its successors and assigns. This
opinion is based upon our knowledge of law and facts as of its date. We assume
no duty to communicate to you with respect to any matter which comes to our
attention hereafter.
Very truly yours,
BRASHER & COMPANY
/s/ JOHN D. BRASHER JR.
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JOHN D. BRASHER JR.
for the Firm