EXHIBIT 5.1
Opinion of O'Connor Cavanagh
[O'CONNOR CAVANAGH LETTERHEAD]
September 25, 1996
SC&T International, Inc.
3837 East LaSalle Street
Phoenix, Arizona 85040
Re: SC&T International, Inc.
Registration Statement on Form SB-2
Ladies and Gentlemen:
As legal counsel to SC&T International, Inc., an Arizona
corporation (the "Company") we have assisted in the preparation of the Company's
Registration Statement on Form SB-2 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission (the "Commission") on or about
September 20, 1996, in connection with the registration by the Company under the
Securities Act of 1933, of the Company's shares of common stock, par value $.01
per share, issuable upon conversion of the Company's Series A Preferred Stock,
that may be sold from time to time by certain selling shareholders (the
"Shares"). The facts, as we understand them, are set forth in the Registration
Statement.
With respect to the opinions set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Amended and Restated Articles of Incorporation of
the Company, as filed with the Arizona Corporation
Commission on November 3, 1994 and the Articles of
Amendment to the Articles of Incorporation of the
Company, as filed with the Arizona Corporation
Commission on October 30, 1995;
B. The Certificate of Designation of Series A Preferred
Stock, as filed with the Arizona Corporation
Commission on June 17, 1996 ("Certificate of
Designation");
C. The Amended and Restated Bylaws of the Company;
SC&T International, Inc.
September 25, 1996
Page 2
D. The Registration Rights Agreement dated as of June
17, 1996, by and among the Company and the
subscribers of the Company's Series A Preferred Stock
(the "Registration Rights Agreement");
E. The Registration Statement;
F. The Resolutions of the Board of Directors of the
Company relating to the approval of the Certificate
of Designation and the Registration Rights Agreement
and the transactions in connection therewith.
Subject to the assumptions that (i) the documents and
signatures examined by us are genuine and authentic and (ii) the persons
executing the documents examined by us have the legal capacity to execute such
documents, and subject to the further limitations and qualifications set forth
below, it is our opinion that, when the Shares have been duly issued, executed,
authenticated, and delivered by the Company as described in the Registration
Statement and in accordance with the provisions of the Certificate of
Designation, the Shares will be validly issued, fully paid and nonassessable.
Please be advised that we are members of the State Bar of
Arizona, and our opinion is limited to the legality of matters under the laws of
the State of Arizona. Further, our opinion is based solely on existing laws,
rules and regulations, and we undertake no obligation to advise you of any
changes that may have been brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in
the Registration Statement, inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.
Very truly yours,