May 3, 2000
ConSyGen, Inc.
125 South 52nd Street
Suite 140
Tempe, AZ 85281
Re: ConSyGen, Inc., a Texas corporation
Registration Statement on Form S-8
Gentlemen:
We are counsel for ConSyGen, Inc., a Texas corporation (the
"Company"). We have been asked to deliver this opinion in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to an aggregate of 5,000,000
shares of the Company's Common Stock, $.003 par value per share (the "Shares").
This opinion letter, together with Schedule A attached hereto (this "Opinion
Letter"), is being rendered in connection with the filing of the Registration
Statement.
The 5,000,000 Shares covered by the Registration Statement are
issuable under the Company's 2000 Combination Stock Option Plan (referred to
herein as the "Plan").
In connection with this Opinion Letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the following documents (collectively, the "Documents"):
1. a certificate from the Secretary of State of the State of Texas
dated March 28, 2000 as to the legal existence and good standing of the Company;
2. a copy of the Articles of Incorporation of the Company, as amended
to date, and a certificate of the Secretary that there have been no further
amendments thereto;
3. a copy of the Amended and Restated By-laws of the Company,
certified by the Secretary of the Company as presently being in effect;
4. certain proceedings of the directors of the Company relative to the
Plan and Options granted under the Plan;
5. the Plan;
6. a letter of recent date from the Company's transfer agent as to the
issued and outstanding shares of the Company's Common Stock, $.003 par value per
share;
7. a representation letter dated April 12, 2000 from the Company and
Howard R. Baer regarding consulting services provided to the Company by Mr.
Baer; and
8. the Registration Statement.
We have assumed, for the purposes of our opinion herein, that any
conditions to the issuance of the Shares under the Plan have been or will be
satisfied in full.
We have, without independent investigation, relied upon the
representations and warranties of the various parties as to matters of objective
fact contained in the Documents.
In addition, this Firm, in rendering legal opinions, customarily makes
certain assumptions which are described in Schedule A hereto. In the course of
our representation of the Company in connection with the preparation of the
Registration Statement, nothing has come to our attention which causes us to
believe reliance upon any of these assumptions is inappropriate, and, with your
concurrence, the opinion hereafter expressed is based upon those assumptions.
The Enumerated Party referred to in Schedule A is the Company.
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, our opinion hereafter expressed is based solely
upon (1) our review of the Documents, (2) discussions with those of our
attorneys who have devoted substantive attention to the preparation of the
Registration Statement, and (3) such review of published sources of law as we
have deemed necessary.
Our opinions contained herein are limited to the laws of the
Commonwealth of Massachusetts and the Federal law of the United States of
America. To the extent that the Plan or any agreement issued thereunder provides
that it should be governed by the laws of any jurisdiction other than the
Commonwealth of Massachusetts, our opinion regarding the Shares is being
rendered as if only the internal laws of the Commonwealth of Massachusetts were
applicable thereto, notwithstanding the governing law provisions of the Plan,
any agreement issued thereunder to the contrary or that the Company is a Texas
corporation.
We express no legal opinion upon any matter other than that explicitly
addressed below, and our express opinion therein contained shall not be
interpreted to be an implied opinion upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that
the issuance of the Shares has been duly authorized and, when issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid, and non-assessable.
We hereby consent to the reference to this firm in the Registration
Statement and to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: /s/ John G. Nossiff, Jr.
-----------------------------------
John G. Nossiff, Jr., a Member
JGN:SRL:MSG
SCHEDULE A
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
In rendering legal opinions, Brown, Rudnick, Freed & Gesmer makes
certain customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient legal
capacity to enter into such Documents.
2. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all signatures
are genuine.
3. All official public records are accurate, complete and properly indexed and
filed.
4. There has not been any mutual mistake of fact or misunderstanding, fraud,
duress, or undue influence by or among any of the parties to the Documents.
5. The conduct of the parties to the Documents has complied in the past and
will comply in the future with any requirement of good faith, fair dealing
and conscionability.
6. The Enumerated Party will obtain all permits and governmental approvals
required in the future and take all actions similarly required relevant to
its performance of its obligations under the Documents.
7. All parties to or bound by the Documents will act in accordance with, and
will refrain from taking any action that is forbidden by, the terms and
conditions of the Documents.
8. There are no agreements or understandings among the parties to or bound by
the Documents, and there is no usage of trade or course of prior dealing
among such parties, that would define, modify, waive, or qualify the terms
of any of the Documents.