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EXHIBIT 5.1
[KUMMER KAEMPFER BONNER & RENSHAW LETTERHEAD]
January 20, 1997
Continental Equity Investors, Inc.
10670 North Central Expressway, Suite 300
Dallas, Texas 75231
Re: Continental Equity Investors, Inc.
Registration Statement on Form S-4
4,185,240 Shares of Common Stock, Par Value $.01 Per Share
Ladies and Gentlemen:
You have requested our opinion as special Nevada counsel for
Continental Equity Investors, Inc. (the "Company"), a Nevada corporation and
wholly-owned subsidiary of Continental Equity Corporation, a California
corporation ("CEC), in connection with the proposed merger (the "Merger") of
CEC into the Company pursuant to an Agreement and Plan of Merger to be entered
into by and among CEC and the Company ("Merger Agreement"). As consideration
for the Merger, each shareholder of CEC will receive for each share of CEC
common stock owned as of the effective time of the Merger, one share of common
stock of the Company. We are rendering this opinion in connection with this
transaction and the registration by the Company of 4,028,053 shares of its
common stock (the "Common Stock"), and the proposed issuance and sale thereof
under the Registration Statement, as defined below. Any opinions expressed
herein shall be limited to the extent that we have been retained as special
Nevada counsel.
In connection with this opinion letter, we have reviewed the following
documents ("Documents"):
1. Form S-4 Registration Statement of the Company filed with the
U.S. Securities and Exchange Commission on November 1, 1996 (the "Registration
Statement").
2. An unexecuted copy of the Merger Agreement filed as Appendix B
to the Registration Statement.
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Continental Equity Investors, Inc.
January 20, 1997
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3. Articles of Incorporation of the Company as filed with the
Nevada Secretary of State on October 30, 1996.
4. Bylaws of the Company certified by the Company to be currently
in force and effect.
5. Written Consent of the Board of Directors of the Company in
Lieu of Meeting dated October 30, 1996.
6. Certificate of Secretary of the Company dated as of January
20, 1997.
In our examination, we have assumed that each Document will be duly
completed (where blanks appear), duly executed and duly delivered by each party
as of this date. We further assume the genuineness of all signatures, and the
legal capacity of natural persons who signed or who will sign the Documents. We
assume the Documents are the only material documents governing the affairs of
the Company in relation to the above-described transaction. In our examination,
we also have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all Documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents. We assume that each party other than the Company has the
power and authority to execute and deliver the Documents and that such other
parties have duly authorized such execution and delivery. We further assume
that the Documents are legal, valid, binding and enforceable obligations of any
party other than the Company. We assume that the Documents have not been
rescinded, modified or altered in any manner whatsoever as of the date hereof.
As to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers of the Company and CEC, public
officials and others. Moreover, we have assumed that the Merger Agreement to be
entered into between the Company and CEC will become effective substantially in
the form included in the Registration Statement, and that the Merger will be
consummated as described in the Registration Statement and pursuant to and in
accordance with the Merger Agreement. Furthermore, we have not independently
verified any of the factual matters set forth in any certificate or other
document upon which we have relied.
Matters of which we have knowledge are those matters which are known
to us in the course of our representation of the Company, without any
independent investigation by us of any such matters.
We are admitted to the Bar of the State of Nevada. In rendering our
opinions hereinafter stated, we have relied upon the applicable laws of the
State of Nevada as those laws presently exist and as they have been applied and
interpreted by courts having jurisdiction within the State of Nevada. We
express no opinion as to the laws of any other jurisdiction or of the United
States of America.
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Continental Equity Investors, Inc.
January 20, 1997
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Based upon the foregoing and in reliance thereon and subject to the
assumptions, exceptions, qualifications, and limitations set forth herein, we
are of the opinion that the Common Stock has been duly and validly authorized
and reserved for issuance, and when issued pursuant to the terms of the Merger
Agreement, as contemplated in the Registration Statement, will be validly
issued, fully paid and non-assessable.
In rendering the foregoing opinion, we have made no independent
examination of the laws of the State of California nor have we analyzed any
issues which may relate thereto. We express no opinion as to the laws of any
jurisdiction other than the applicable laws of the State of Nevada, and we
assume no responsibility as to the applicability thereto, or effect thereon, of
the laws of any other jurisdiction.
This opinion is effective as of the date hereof and we disclaim any
responsibility to update this opinion at any time following the date hereof. No
extensions of our opinion may be made by implication or otherwise. We express
no opinion other than as herein expressly set forth. This opinion is solely for
the benefit of the addressee hereof, and, without our prior written consent,
may not be quoted in whole or in part or otherwise referred to in any legal
opinion, document or other report, and may not be furnished to any person or
entity. We hereby consent to the filing of this opinion letter as an exhibit to
Amendment No. 1 to the Registration Statement and to the reference to our firm
name under the caption "Legal Matters" in the Registration Statement and in the
prospectus contained therein. By giving such consent, we do not hereby admit
that we are an expert with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as used in the
Securities Act of 1933, as amended.
Sincerely,
/s/ KUMMER KAEMPFER BONNER & RENSHAW
KUMMER KAEMPFER BONNER & RENSHAW