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EXHIBIT 5.1
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[FORM OF OPINION]
[SCHREEDER, WHEELER & FLINT, LLP LETTERHEAD]
February ___, 1998
Tapistron International, Inc.
6203 Alabama Highway
Ringgold, Georgia 30736
RE: Tapistron International, Inc., a Georgia corporation (the
"Company") - Registration Statement on Form S-1 (File No.
333-_____)
Ladies and Gentlemen:
In connection with the registration of 16,666,666 shares of the
Company's Common Stock, par value $0.0004 per share (the "Shares"), under the
Securities and Exchange Commission (the "Commission") on or about February __,
1998 (the "Registration Statement"), you have requested our opinion with respect
to the matters set forth below.
We have acted as special corporate counsel for the Company in
connection with the matters described herein. In our capacity as special Georgia
corporation counsel to the Company, we have reviewed and are familiar with
proceedings taken and proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares, and for purposes of this opinion
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have relied upon certification and advice from the
officers of the Company upon which we believe we are justified in relying and on
various certificates from, and the documents recorded with, the Secretary of
State of Georgia, including the Amendment to Articles of Incorporation filed
with the Secretary of State of Georgia on June 2, 1992. We have also examined
the Restated Bylaws of the Company adopted as of April 2, 1992 (the "Bylaws")
and Resolutions of the Board of Directors of the Company adopted on or before
June 18, 1992 and in full force and effect on February __, 1998; and such laws,
records, documents, certificates, opinions and instruments as we deem necessary
to render this opinion.
We have assumed the genuineness of all signatures and the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as certified, photostatic or
conformed copies. In addition, we have assumed that each person executing any
instrument, document or certificate referred to herein on behalf of any party is
duly authorized to do so.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the
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date of this letter, the Shares have been duly authorized by all necessary
corporation action on the part of the Company, and the Shares will, upon
issuance and delivery in accordance with the terms and conditions described in
the Registration Statement, be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an
exhibit to the applications to securities commissions for the various states of
the United States for registration of the Shares. We also consent to the
identification of our firm as special corporate counsel to the Company in the
section of the Prospectus (which is part of the Registration Statement)
entitled "Legal Matters."
The opinions expressed herein are limited to the laws of the State of
Georgia and we express no opinion concerning any laws other than the laws of
the State of Georgia. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
The opinions expressed in this letter are solely for your use and may
not be relied upon by any other person without our prior written consent.
Very truly yours,
SCHREEDER, WHEELER & FLINT, LLP
By: /s/ Schreeder, Wheeler, & Flint, LLP
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