May , 1996
Board of Directors
Advanced Financial, Inc.
5425 Martindale
Shawnee, KS 66218
Re: Advanced Financial, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Advanced Financial, Inc., a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on form S-
8 (together with all amendments, the "Registration Statement"). This
Registration Statement relates to the registration under the Act of 500,000
shares of the Company's common stock, $.001 par value ("Common Stock"), which
may be issued pursuant to the Company's 1992 Key Employee Stock Option Plan
("Plan").
In rendering this opinion, we have reviewed the Registration Statement, as
well as a copy of the Company's Certificate of Incorporation and bylaws, each as
amended to date, and the Plan. We have also reviewed such documents and such
statutes, rules and judicial precedents as we have deemed necessary for the
opinions expressed herein.
In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies, and the authenticity of
originals of such photostatic copies.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that the
shares of Common Stock issuable under the Plan have been duly and validly
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Board of Directors
Advanced Financial, Inc.
March 21, 1996
Page 2
authorized and, when issued and sold in the manner contemplated in the Plan (by
award to persons defined in the plan as participants in the Plan of the Company,
or any parent or subsidiary thereof) and by the Registration Statement, will be
validly issued, fully paid and nonassessable.
This opinion is limited to the Delaware General Corporation Law, and we
express no opinion with respect to the laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement.
This opinion may not be used, circulated, quoted or otherwise referred to
for any purpose without our prior written consent and may not be relied upon by
any person or entity other than the Company and its successors and assigns. This
opinion is based upon our knowledge of law and facts as of its date. We assume
no duty to communicate to you with respect to any matter which comes to our
attention hereafter.
Very truly yours,
ALLEN G. REEVES, P.C.
By: /s/ Allen G. Reeves
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Allen G. Reeves
AGR:nms
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