Exhibit 5
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LAW OFFICES
SEELEY & BERGLASS
AN ASSOCIATION OF PROFESSIONAL CORPORATION
W. PARKER SEELEY, JR.
& ASSOCIATES, P.C.
3695 POST ROAD
P.O. BOX 858
SOUTHPORT, CONNECTICUT 06490
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W. PARKER SEELEY, JR. (203) 256-3250 NEW HAVEN OFFICE:
STEVEN BERGLASS Fax: (203) 256-3252 STEVEN BERGLASS, P.C.
TERESA E. CICHUCKI 121 WHITNEY AVENUE
DOUGLAS M. McALLISTER NEW HAVEN, CT 06510
KEVIN M. GODBOUT* PHONE: (203) 562-5888
ROSIE MILLER FACSIMILE: (203) 562-9365
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OF COUNSEL:
LEONARD S. PAOLETTA
DAVID HELD* PLEASE REPLY TO SOUTHPORT OFFICE
*ALSO ADMITTED IN NEW YORK
[SEELEY & BERGLASS LETTERHEAD]
May , 1996
American Securities Transfer, Incorporated
938 Quail Street, Suite 101
Lakewood, CO 80215-5513
Ladies and Gentlemen:
This firm has represented Industrial Technologies, Inc., a Delaware
corporation (hereinafter called the "Corporation"), in connection with the
registration of shares of its common stock, and the distribution of such
shares, as described below.
In our capacity as counsel to the Corporation, we are familiar with the
Certificate of Incorporation, as amended, and the By-Laws of the Corporation.
We are also familiar with the corporate proceedings taken by the Corporation in
connection with the preparation and filing with the United States Securities
and Exchange Commission of a Registration Statement on Form S-1 September 5,
1995, and amendments thereto covering:
(1) 3,913,612 shares of common stock presently issued and
outstanding (the "Outstanding Stock");
(2) Class "C" Warrants to purchase shares of Common Stock;
(3) Class "D" Warrants to purchase shares of Common Stock;
(4) Common Stock issuable upon exercise of Class "A", Class "B",
Class "C", Class "D", Representatives', Lender's, and Other
Warrants ("Warrant Stock"); and
(5) Common Stock issuable upon exercise of Options presently
exercisable or which may become exercisable in the future
under the Corporation's 1985 and 1991 Executive Stock Option
Plans ("Option Stock").
All terms used above and herein have the meanings ascribed to them in the
Registration Statement and the Amendments thereto.
Based upon the foregoing, we are of the opinion that:
1. The Corporation is duly organized and validly existing under
the laws of the State of Delaware.
2. All of the shares of Outstanding Stock are validly issued and
outstanding.
3. All of the Class "C" Warrants are validly issued and
outstanding.
4. All of the Class "D" Warrants are validly issued and
outstanding.
5. All of the Warrant Stock, when issued upon a valid exercise
of the respective underlying Warrants with the required
tender of the exercise price, will be validly issued and
outstanding.
6. All of the Option Stock, when issued upon a valid exercise of
the respective underlying Options with the required tender of
the option exercise price, will be validly issued and
outstanding.
This opinion is provided solely for the benefit of the addressee hereof
and is not to be relied upon by any other person or party. Nevertheless, we
hereby consent to the use of this opinion and to all references to our firm in
or made part of the Registration Statement and any amendments thereto.
Very truly yours,
SEELEY & BERGLASS
By: W. Parker Seeley, Jr. & Associates, P.C.
its Associate
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W. Parker Seeley, Jr., president
pc: Dr. Gerald W. Stewart