COHEN BRAME & SMITH
One Norwest Center Suite 1800
1700 Lincoln Street
Denver, Colorado 80203
July 2, 1996
Delta-Omega Technologies, Inc.
7608 West Highway 90
New Iberia, Louisiana 70560
Re: Registration Statement on Form S-2, Post-Effective
Amendment No. 1
Gentlemen:
Delta-Omega Technologies, Inc., a Colorado corporation (the
"Company"), is registering for sale by selling shareholders up to
2,000,000 shares of common stock underlying conversion rights
associated with currently outstanding Series B Preferred Stock;
1,262,917 shares of common stock underlying currently outstanding
warrants; and 150,000 shares of common stock underlying an
outstanding option. Each share that is being offered and that
underlies the Series B Preferred Stock, the Warrants, and the
option is the $0.001 par value common stock of the Company, which
has been authorized for issuance in the Company's Articles of
Incorporation. Each conversion right, warrant, and option is
exercisable to acquire one (1) share of the above-described
common stock of the Company (the "Shares") . The common shares
underlyingthe conversion rights, warrants, and option referenced
herein shall be hereinafter collectively called the "Selling
Shareholder Shares."
It is proposed that the Selling Shareholder Shares be
registered pursuant to Post-Effective Amendment No. 1 to a
Registration Statement on Form S-2, File No. 33-90604 (the
"Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"), and filed with the Securities and Exchange
Commission (the "Commission") on March 24, 1995.
In rendering the following opinion, we have examined and
relied only upon the documents and the reports (verbal and
written) as we deemed necessary in rendering the opinion,
including the Articles of Incorporation of the Company and
amendments thereto, the Bylaws of the Company as amended, and
authorizing Minutes of the Company.
We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or
to verify the adequacy or accuracy of such documents and records.
Additionally, we have consulted with Officers and Directors of
the Company, and have obtained such statements and
representations with respect to matters of fact as we considered
necessary or appropriate in the circumstances to render the
opinions contained herein. We have not independently verified
the content of the factual statements made to us in connection
therewith, nor the veracity of such representations, nor do we
intend to do so.
Based upon and subject to the foregoing, it is our opinion
that:
(i) The Selling Shareholder Shares to be offered and/or
sold, subject to effectiveness of the Registration Statement
and compliance with applicable blue sky laws, when issued
and delivered against payment therefor in accordance with
the terms of the Registration Statement, will constitute
legally issued, fully paid and nonassessable shares of
Common Stock of the Company.
(ii) The Selling Shareholder Shares to be offered as part of
the Registration Statement have been duly authorized, and,
when duly executed by the Company and authenticated by the
Warrant Agent/Transfer Agent in accordance with the terms of
the Warrant Agreement and, subject to due execution of the
Warrant Agreement by the Company and the Warrant Agent, the
effectiveness of the Registration Statement, and compliance
with applicable blue sky laws, when issued and delivered in
accordance with the Warrant Agreement and as set forth in
the Registration Statement, will have been legally issued
and will constitute valid and binding obligations of the
Company in accordance with their terms, subject to:
(a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general application
(including, without limitation, general principles of
equity, whether considered in a proceeding in equity or
at law), now or hereafter in effect relating to
creditors' rights and claims generally, and/or general
laws generally affecting or relating to the enforcement
of creditors' rights, including, but not limited to
Section 547 of the Federal Bankruptcy Reform Act of
1978; and
(b) the remedy of specific performance and injunctive
and other forms of equitable relief which are subject
to equitable defenses, and to the discretion of the
court before which any proceeding therefore may be
brought.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement; to the filing of this
opinion in connection with such filings of applications as may be
necessary to register, qualify or establish eligibility for an
exemption from registration or qualification of the securities
under the blue sky laws of any state or. other jurisdiction; and
to the reference to this firm in the Prospectus under the heading
"Legal Opinions." In giving this consent, we do not admit that we
are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
The opinions set forth herein are based upon the federal
laws of the United States of America, and the laws of the State
of Colorado, all as now in effect. We express no opinion as to
whether the laws of any particular jurisdiction apply, and no
opinion to the extent that the laws of any jurisdiction other
than those identified above are applicable to the subject matter
hereof.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes
which may be brought to our attention after the effective date of
the Registration Statement.
Very sincerely,
COHEN BRAME & SMITH
Professional Corporation
/s/ Roger V. Davidson
Roger V. Davidson