Exhibit 5.1
EPSTEIN BECKER & GREEN, P.C.
August 11, 1997
Discas, Inc.
567-1 South Leonard Street
Waterbury, CT 06708
Re: Registration Statement on Form SB-2
Discas, Inc.
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Ladies and Gentlemen:
We have acted as counsel to Discas, Inc., a Delaware corporation (the
"Company"), in connection with the Company's registered public offering (the
"Public Offering") of 920,000 shares of the Company's common stock, $.0001 par
value per share (the "Common Stock") and 920,000 redeemable common stock
purchase warrants of the Company (the "Warrants") pursuant to a Registration
Statement dated May 6, 1997, Amendment No. 1 thereto dated July 2, 1997,
Amendment No. 2 thereto dated July 24, 1997 and Amendment No. 3 thereto dated
August 12, 1997, respectively (Registration No. 333-26543) (the "Registration
Statement") and the Prospectus dated August 13, 1997 (the "Prospectus") filed
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to:
1. 920,000 shares of Common Stock (including 120,000 shares of Common
Stock which the Underwriters have the option to purchase to cover
over-allotments);
2. 920,000 Warrants (including 120,000 Warrants which the Underwriters
have the option to purchase to cover over-allotments) to purchase one share of
Common Stock for $6.25 (together with such indeterminate number of additional
securities as may be issued pursuant to the anti-dilution provisions of the
Warrants, pursuant to Rule 416(a));
Discas, Inc.
August 11, 1997
Page 2
3. 920,000 shares of Common Stock issuable upon the exercise of the the
Warrants set forth in 2 at a price of $6.25 per share of Common Stock;
4. 80,000 "Underwriters' Warrants" to purchase 80,000 shares of Common
Stock and 80,000 Warrants;
5. 80,000 shares of Common Stock issuable upon the exercise of the
Underwriters' Warrants set forth in 4 at a price of $8.25 per share of Common
Stock;
6. 80,000 Warrants issuable upon the exercise of the Underwriters'
Warrants set forth in 4 at a price of $.165 per Warrant (together with such
indeterminate number of additional securities as may be issued pursuant to the
anti-dilution provisions of the Warrants and the Underwriters' Warrants
pursuant to Rule 416(a));
7. 80,000 shares of Common Stock issuable upon the exercise of the
Warrants set forth in 6 at a price of $6.25 per share of Common Stock;
8. 800,000 redeemable common stock purchase warrants held by selling
securityholders (the "Selling Securityholder Warrants") to purchase one share
of Common Stock for $6.25 (together with such indeterminate number of
additional securities as may be issued pursuant to the anti-dilution provisions
of the Selling Securityholder Warrants, pursuant to Rule 416(a)); and
9. 800,000 shares of Common Stock issuable upon the exercise of the
Selling Securityholder Warrants set forth in 8 at a price of $6.25 per share of
Common Stock.
We have examined copies of said Registration Statement and the Exhibits
thereto under the Act. We have conferred with officers of the Company and have
examined the originals, or photostatic, certified or conformed copies, of such
records of the Company, certificates of officers of the Company, certificates
of public officials, and such other documents as we have deemed relevant and
necessary, as a basis for the opinions set forth herein. In connection with
such examinations, we have assumed the authenticity of all documents submitted
to us as originals or duplicate originals, the conformity to original documents
of all document copies, the authenticity of the respective originals of such
latter documents, and the correctness and completeness of such certificates.
Finally we have obtained from officers of the
Discas, Inc.
August 11, 1997
Page 3
Company such assurances as we have considered necessary for the purposes of
this opinion.
On the basis of the foregoing, and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that:
1. The authorized capital of the Company consists of 20,000,000 shares of
Common Stock, $.0001 par value per share, and (ii) 5,000,000 shares of
Preferred Stock , $.01 par value per share; and
2. The issuance of the shares of Common Stock, the Warrants and the
Underwriters' Warrants have been duly authorized by the Board of Directors of
the Company, and the issuance of the shares of Common Stock underlying the
Warrants (including those underlying the Underwriters' Warrants) and the
Selling Securityholder Warrants has been duly authorized by Board of Directors
of the Company, and upon payment therefor and payment of the exercise price of
the Warrants, the Selling Securityholder Warrants and the Underwriters'
Warrants as provided for in the Prospectus, all of the aforementioned shares of
Common Stock will be validly issued, fully paid and non-assessable.
The undersigned hereby consent to the use of their name in the
Registration Statement and in the Prospectus forming a part of the Registration
Statement, and to references to this opinion contained therein under the
caption of the Prospectus entitled "Legal Matters."
This opinion is limited to the matters herein.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ Joseph A. Smith
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Joseph A. Smith