Exhibit 5
Opinion and Consent of Gregory M. Wilson
Gregory M. Wilson
Attorney at Law
18610 East 32nd Ave.
Greenacres, WA 99016
Tel. (509) 891-8373
Fax (509) 891-8382
November 12, 2002
Board of Directors
Nuclear Solutions, Inc.
1050 Connecticut Ave., N.W., Ste. 1000
Washington, D.C. 20036
Re: Nuclear Solutions, Inc. Registration
Statement on Form S-8
(the "Registration Statement")
Gentlemen:
I have acted as special counsel to Nuclear Solutions, Inc., a Nevada
corporation, (the "Company") in connection with the issuance of 300,000 shares
of the Company's common stock, (the "Shares"), pursuant to the terms and
conditions described in the Company's Registration Statement on Form S-8 dated
November 12, 2002.
You have advised that:
1. The Company is current in its reporting responsibilities to the Securities
and Exchange Commission as mandated by the Securities Exchange Act of 1934, as
amended.
2. The Shares will be issued to consultants and participants in the Plan as
compensation for their services on behalf of the Company. Such persons have
provided bona-fide services to the Company which are not in relation to the
offer or sale of securities in a capital-raising transaction, and which did not
either directly or indirectly promote or maintain a market for the Company's
securities.
3. The shares to be issued to these individuals are pursuant to corporate
resolution and the approval of the Board of Directors of the Company.
In connection with the representation, I have examined such records and
documents and made such examinations of law as I have deemed relevant in
connection with this opinion. In my examination, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, 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.
Based on the accuracy of the information supplied to me, it is my opinion that
the Company may avail itself of a Registration Statement on Form S-8, and is
qualified to do so. Further, subject to the limitation set forth in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized to issue, and assuming that the
Shares will
be issued as set forth in the Plan and the Registration Statement, at a time
when effective, and that the Company will fully comply with all applicable
securities laws involved under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated pursuant to these Acts, and in those states of foreign jurisdictions
in which the Shares may be sold, I am of the opinion that, upon proper and legal
issuance of the Shares and receipt of the consideration to be paid for the
Shares, the Shares will be duly authorized, validly issued, fully paid and
nonassessable shares of common stock of the Company.
This opinion does not cover any matters related to any re-offer or re-sale of
the Shares by any Plan participants, once properly and legally issued pursuant
to this Plan as described in the Registration Statement.
I hereby consent to the filing of this opinion with the Commission as Exhibit
5.0 to the Registration Statement. I also consent to the reference to my firm
under the heading in the Registration Statement. In giving this consent, I do
not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. I assume no
obligation to revise or supplement this opinion should the present laws of the
State of Nevada or the federal law of the United States be changed by
legislative action, judicial decision or otherwise. This opinion is furnished to
you pursuant to the applicable rules and regulations promulgated under the Act
in connection with the filing of this Registration Statement. Should you have
any questions or comments, please do not hesitate to contact this office.
Sincerely,
/s/ Gregory M. Wilson
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Gregory M. Wilson