1
EXHIBIT 5.1
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
-------
TELEPHONE (954) 564-6616
FAX: (954) 561-0997
AUGUST 12, 1996
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: UC'NWIN Systems Corporation
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 850,000 shares of Common Stock and
450,000 shares underlying the Options granted by UC'NWIN Systems Corporation
(the "Company"). The Options, together with their underlying securities, are
being registered pursuant to a requirement of Section 5 of the Securities Act
of 1933, as amended (the "Act") pursuant to a Registration Statement filed with
the Washington, D.C. Office of the United States Securities and Exchange
Commission (the "Registration Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it
necessary, in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures and
authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not
been independently established, we have relied upon statements or certificates
of officers or representatives of the Company.
The 850,000 shares of Common Stock and 450,000 shares of Common Stock
underlying the Options are being registered and distributed pursuant to the
Company's Registration Statement. The shares of Common Stock to be issued upon
exercise of the Options are now authorized but unissued.
2
Securities & Exchange Commission
August 12, 1996
Page Two
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and
Exchange Commission, having been issued and sold pursuant to the Registration
Statement, are fully paid and non-assessable and there will be no personal
liability to the owners thereof.
2. The Options granted by the Company registered with the Securities
and Exchange Commission, having been issued and sold pursuant to the
Registration Statement are fully paid and non-assessable and there will be no
personal liability to the owners thereof.
3. The shares of Common Stock reserved for issuance upon exercise of
the Options and registered with the Securities and Exchange Commission, subject
to payment of the exercise price therefore, when issued and sold pursuant to
the Registration Statement will be fully paid and non-assessable and there will
be no personal liability to the owners thereof.
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ Richard P. Greene
-----------------------
Richard P. Greene
For the Firm
RPG\evb
Richard P. Greene, P.A.