CONNOLLY EPSTEIN CHICCO FOXMAN OXHOLM & EWING
A PENNSYLVANIA PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
NEIL G. EPSTEIN JOSEPH G. J. CONNOLLY 1515 MARKET STREET
WILLIAM H. EWING JOSEPH CHICCO NINTH FLOOR
STEPHEN M. FOXMAN STEVEN P. HERSHEY* PHILADELPHIA, PA 19102-1909
NANCY K. BARON-BAER KAREN LEE TURNER (215) 851-8400
CARL OXHOLM III CHARLES F. FORER*+ FAX (215) 851-8383
LESLIE A. HAYES* VALERIE J. MUNSON http://www.philalaw.com
MICHAEL S. JACKSON ALBERT G. BIXLER ----------
GARY A. ROSEN* GARY S. LEWIS 36 TANNER STREET
MARK T. CARLIDGE* CAROL L. PRESS SECOND FLOOR
GARY A. MILLER DANIEL N. REISMAN HADDONFIELD, NJ 08033-2420
JOHN F. O'RIORDAN* DEBORAH WEINSTEIN* (609)427-6240
RANDY KARAFIN HUBERT* LEWIS ROSMAN ----------
JANET F. GINZBERG* MANDANA SHAHVARI BETH OLANOFF
DIRECT DIAL
OF COUNSEL March 25, 1999 (215) 851-8472
FAX (609) 427-0611 E-MAIL: gam@philalaw.com
HOWARD L. GLEIT
*ATTORNEYS WITHOUT * NOT ADMITTED
IN NEW JERSEY
+NEW JERSEY RESIDENT PRINCIPAL
Gen Trak, Inc.
5100 Campus Drive
Plymouth Meeting, PA 19462-1123
Re: Registration Statement on Form SB-2
File No. 333-69729
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Gentlemen/Ladies:
We have acted as counsel to Gen Trak, Inc. (the "Company") in connection
with the preparation and filing of the above captioned Registration Statement
(the "Registration Statement") relating to the public offering of up 747,500
Units which are proposed to be sold by the Company pursuant to the Registration
Statement (including Units subject to the underwriter's over-allotment option).
The Units contain an aggregate 1,495,000 shares of the Company's Common Stock,
par value $.01 (the "Shares") and common stock purchase warrants (the
"Warrants) exercisable for an aggregate 1,495,000 shares of Common Stock (the
"Warrant Shares").
We are familiar with the Registration Statement. We have reviewed the
Company's Articles of Incorporation and By-laws, each as amended to date. We
also have examined such public and private corporate documents, certificates,
instruments and corporate records, and such questions of law, as we have deemed
necessary for the purpose of expressing an opinion on the matters set forth
below. In all examinations of documents we have assumed the genuineness of all
signatures appearing on such documents, and the genuineness and authenticity of
all copies submitted to us conformed, photostatic or other copies as true
copies of the original document.
On the basis of the foregoing, we are of the opinion that the Units,
Shares and Warrants, when issues in accordance with the terms set forth in the
Registration Statement, and the Warrant Shares, when issued upon exercise of
the Warrants in accordance with their terms, will be validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement, and consent to the reference to us under the caption "Legal Matters"
in the Prospectus included in the Registration Statement.
Very truly yours,
CONNOLLY EPSTEIN CHICCO
FOXMAN OXHOLM & EWING
By: /s/ Gary A. Miller
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