EXHIBIT 5.1
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NEUMAN, DRENNEN & STONE, LLC
Attorneys at Law
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
facsimile: (303) 449-1045
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February 12, 1999
Cell Robotics International, Inc.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
Re: S.E.C. Post-Effective Amendments on Form S-3 to Registrations
Statements on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel to Cell Robotics International, Inc. (the
"Company") in connection with Post-Effective Amendments on Form S-3 to Form
SB-2 Registration Statements to be filed with the United Stated Securities and
Exchange Commission, Washington, D.C., pursuant to the Securities Act of 1933,
as amended, covering the registration of an aggregate of (i) 115,000 of the
Company's Redeemable Class A Common Stock Purchase Warrants ("Class A
Warrants"), (ii) 80,000 Redeemable Common Stock Purchase Warrants ("Public
Warrants") and (iii) 1,505,000 shares of the Company's common stock, $0.004
par value ("Common Stock") pursuant to the exercise of certain Placement
Agent's Warrants, the exercise of a Representative's Warrant, the exercise of
Class A Warrants and the exercise of certain Public Warrants. In connection
with such representation of the Company, we have examined such corporate
records, and have made such inquiry of government officials and Company
officials and have made such examination of the law as we deemed appropriate
in connection with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of twelve million five
hundred thousand (12,500,000) shares of Common Stock having a par value of
$0.004 each and two million five hundred thousand (2,500,000) shares of
Preferred Stock having a par value of $0.04 each.
3. The 115,000 Class A Warrants, 80,000 Public Warrants and 1,505,000
shares of Common Stock being registered for sale and offered by the Company
will, upon the valid exercise of the Placement Agent's Warrants, the
Representative's Warrant, the Class A Warrants and the Public Warrants and
payment of the related warrant exercise prices, be lawfully and validly
issued, fully paid and non-assessable shares of the Company's Common Stock.
Sincerely,
/s/ Nathan L. Stone
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Nathan L. Stone
NLS: