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EXHIBIT 5
HIRST & APPLEGATE
A PROFESSIONAL CORPORATION
LAW OFFICES
1720 CAREY AVENUE, SUITE 200
THOMAS G. GORMAN* P.O. BOX 1083 JAMES L. APPLEGATE
THOMAS A. NICHOLAS III CHEYENNE, WYOMING 82003-1083 OF COUNSEL
GARY R. SCOTT TELEFAX (307) 632-4999
JOHN J. METZKE TELEPHONE (307) 632-0541
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DALE W. COTTAM**
RICHARD A. MINCER*+
MISHA E. WESTBY
Tuesday
*ALSO ADMITTED IN COLORADO February 24, 1998
**ALSO ADMITTED IN NEBRASKA 8169
+ALSO ADMITTED IN TENNESSEE
Advanced Gaming Technology, Inc.
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia
Gentlemen:
We have acted as Wyoming counsel for Advanced Gaming Technology, Inc.,
a Wyoming corporation (the "Corporation"), in connection with the registration
statement on Form S-8 of the Corporation filed with the Securities and Exchange
Commission (the "Registration Statement"), pertaining to the registration of
3,626,707 shares of Common Stock, $.005 par value per share, issued or to be
issued (upon the exercise of options granted) pursuant to the Letter Agreement
dated January 29, 1998 between the Corporation and R. Kenneth Landow (the
"Landow Agreement"); the Consulting Agreement dated January 14, 1998 between
the Corporation and USIS International Capital Corporation (the "USIS
International Agreement"); the Consulting Agreement dated January 29, 1998
between the Corporation and Paul Lovito (the "Lovito Agreement"); the agreement
reached with Stephen Dadson on February 6, 1998 (the "Dadson Agreement"); and
the Consulting Agreement dated February 11, 1998 between the Corporation and
Robert Hunziker (the "Hunziker Agreement").
In connection with this opinion, we have considered such questions of
law as we have deemed necessary as a basis for the opinions set forth below,
and we have examined or otherwise are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of the following: (i)
the Registration Statement; (ii) the Articles of Incorporation and By-Laws of
the Corporation, as amended and as currently in effect; (iii) certain
resolutions of the Board of Directors of the Corporation relating to the
adoption of the Landow, USIS International, Lovito, Dadson and Hunziker
Agreements and the issuance of shares and
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February 24, 1998
proposed issuance of shares upon exercise of options granted pursuant to
certain of such Agreements and the other transactions contemplated by the
Registration Statement; (iv) the Landow, USIS International, Lovito, Dadson and
Hunziker Agreements; and (v) such other documents as we have deemed necessary
or appropriate as a basis for the opinions set forth below. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us a certified, photostatic or
facsimile copies and the authenticity and completeness of the originals of such
copies. As to any facts material to this opinion we did not independently
establish or verify, we have relied upon statements and representations of
officers and other representatives of the Corporation and others.
Based upon and subject to the foregoing, and subject to the other
limitations and qualifications set forth herein, we are of the opinion that the
Shares issued and proposed to be issued upon exercise of options granted
pursuant to the Landow, USIS International, Lovito, Dadson and Hunziker
Agreements have been duly authorized for issuance and that when sold, issued,
paid for and delivered as contemplated by such Agreements referred to in the
Registration Statement, the Shares will be validly issued and will be fully
paid and nonassessable.
The foregoing opinion is subject to the qualifications that:
(a) legality, validity or enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights of creditors
generally;
(b) general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing, regardless of whether
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enforcement is considered in proceedings at law or in equity;
(c) our opinion is limited to matters governed by the laws of Wyoming
and no opinion is expressed herein as to any matter governed by
the laws of any other jurisdiction;
(d) the opinion expressed herein is strictly limited to the matters
stated herein and no other opinions may be implied beyond the
matters expressly so stated.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement. In giving this
consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Yours very truly,
HIRST & APPLEGATE, P.C.
/s/ JOHN J. METZKE
BY: JOHN J. METZKE
JJM:jmm