Exhibit 5.1
May 28, 2002
CompuPrint, Inc.
2457 Industrial Park Road
Lincolnton, North Carolina 28092
RE: COMPUPRINT, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM SB-2 FOR 892,277 SHARES OF COMMON STOCK
To Whom it May Concern:
At your request, we have examined the Registration Statement on Form SB-2
(the "Registration Statement") to be filed by CompuPrint, Inc., a North Carolina
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on or about May 30, 2002, in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 892,277 shares
of the Company's Common Stock, of which 892,277 are presently issued and
outstanding (the "Shares"), all of which will be sold or distributed by certain
selling security holders (the "Selling Security Holders").
In rendering this opinion, we have examined the following:
* the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference;
* the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books; and
* the Company's stock transfer ledger stating the number of the
Company's issued and outstanding shares of capital stock as of May 28,
2002.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof.
CompuPrint, Inc.
May 28, 2002
Page 2
We have also assumed that the certificates representing the Shares have
been, or will be when issued, properly signed by authorized officers of the
Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate. We are admitted to practice law in the State of New York, and we
render this opinion only with respect to, and express no opinion herein
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America and of the State of New York.
Based upon the foregoing, it is our opinion that the Shares to be sold or
distributed by the Selling Security Holders pursuant to the Registration
Statement are validly issued, fully paid and non_assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto. This opinion speaks only as
of its date and we assume no obligation to update this opinion should
circumstances change after the date hereof. This opinion is intended solely for
use in connection with the issuance and sale of shares subject to the
Registration Statement and is not to be relied upon for any other purpose.
Very truly yours,
/s/ KAPLAN GOTTBETTER & LEVENSON, LLP
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KAPLAN GOTTBETTER & LEVENSON, LLP