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Exhibit 5
James, Driggs, Walch, Santoro,
Kearney, Johnson & Thompson
Attorneys
3773 Howard Hughes Parkway, Suite 290N
Las Vegas, Nevada 89109
tel (702) 791-0308
fax (702) 791-1912
Mark A. James email firm@james-law.com James E. Whitmire, III
John E. Leach Bradley M. Ballard
Gregory J. Walch Elizabeth E. Wachsman
Nicholas J. Santoro L. Kirk Williams
Michael E. Kearney Dean S. Bennett
J. Douglas Driggs, Jr. Mark S. Katz
Richard F. Holley Kirby C. Gruchow, Jr.
David G. Johnson Jennifer Lazovich
Ronald J. Thompson Angela K. Rock
John E. Ham Rodney S. Woodbury
April 19, 2000
TITAN MOTORCYCLE CO. OF AMERICA
2222 West Peoria Avenue
Phoenix, Arizona 85029
Re: Issuance of Common Stock
Gentlemen:
We have acted as special Nevada counsel to Titan Motorcycle Co. of
America, a Nevada corporation (the "Company"), in connection with its
Registration Statement on Form S-3 (the "Registration Statement") filed under
the Securities Act of 1933, as amended (the "1933 Act"), relating to the
registration of, and covering the resale of the 2,502,500 shares of Common Stock
(the Shares ) issuable upon exercise of (1) the Series B Convertible Preferred
Stock, $.001 par value (the Preferred Stock ) and Common Stock Purchase Warrants
(the Investor Warrants ) which were issued to Advantage Fund II Ltd. and Koch
Investment Group Limited (the Investors ) pursuant to those two certain
Subscription Agreements, dated as of March 7, 2000, by and between the Holders
and the Company (the Subscription Agreements ), and (2) the Common Stock
Purchase Warrants (the Reedland Warrants ), which were issued to Reedland
Capital Partners ( Reedland ) and its designees pursuant to that certain
Engagement Letter between the Company and Reedland, dated August 20, 1999.
In rendering the opinions set forth herein, we have limited our factual
inquiry to (i) reliance on a certificate of the Secretary of the Company, (ii)
reliance on the facts and representations contained in the Registration
Statement, including, without limitation, those relating to the number of the
Company's Common Shares, without par value, which are authorized, issued or
reserved for issuance upon conversion or exercise of preferred shares, warrants
and options, and (iii) such documents, corporate records and other instruments
as we have deemed necessary or appropriate as a basis for the opinions expressed
below, including, without limitation, a certificate issued by the Secretary of
State of the State of Nevada dated March 2, 2000, attesting to the corporate
existence
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TITAN MOTORCYCLE CO. OF AMERICA
April 19, 2000
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of the Company in the State of Nevada, and telephonic verification with such
Secretary of State with respect to the Company's continued valid existence as of
the date hereof.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies. In
rendering the opinion expressed below, we have assumed that the Shares (i) will
conform in all material respects to the description thereof set forth in the
Registration Statement, (ii) were issued and delivered in accordance with the
terms of the Agreement, and (iii) were issued pursuant to an exemption from the
registration requirements of the 1933 Act pursuant to Section 4(2) of the 1933
Act.
Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that the Shares to be issued upon the exercise of
the Preferred Stock, Investor Warrants, and Reedland Warrant will be validly
issued, fully paid, and nonassessable.
The foregoing opinion is limited to the current internal laws of the
State of Nevada (without giving effect to any conflict of law principles
thereof), and we have not considered, and express no opinion on, the laws of any
other jurisdiction. This opinion is based on the laws in effect and facts in
existence on the date of this letter, and we assume no obligation to revise or
supplement this letter should the law or facts, or both, change.
This opinion is intended solely for the use of the Company in
connection with the registration of the Shares. It may not be relied upon by any
other person or for any other purpose, or reproduced or filed publicly by any
person, without the written consent of James, Driggs, Walch, Santoro, Kearney,
Johnson & Thompson; provided, however, that we hereby consent to the filing of
this opinion as Exhibit 5 to the Registration Statement and to the references to
James, Driggs, Walch, Santoro, Kearney, Johnson & Thompson contained in the
Registration Statement.
Very truly yours,
JAMES, DRIGGS, WALCH, SANTORO,
JOHNSON, KEARNEY & THOMPSON
/s/ J. Douglas Driggs, Jr.
J. Douglas Driggs, Jr.