Exhibit 5
Gilbert L. McSwain
Attorney-at-Law
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300 So. Jackson St., Suite 100
Denver, Colorado 80209
Tel. (303) 398-7067)
Fax (303) 398-7001
September 11, 2000
Board of Directors
Ener Tech Corp.
430 East 6th Street
Loveland, Colorado 80537
Dear Gentlemen:
In my capacity as special counsel for Enter Tech Corp. (the "Company"), I
have participated in the corporate proceedings relative to the authorization and
issuance by the Company of a maximum of 58,098 shares of common stock pursuant
to the Employee Compensation Agreements as set out and described in the
Company's Registration Statement on Form S-8 to be filed under the Securities
Act of 1933 (the "registration Statement").
Based upon the foregoing and upon my examination of originals (or copies
certified to our satisfaction) of such corporate records of the Company and
other documents as I have deemed necessary as to a basis for the opinions
hereinafter expressed, and assuming the accuracy and completeness of all
information supplied me by the Company, having regard for the legal
considerations which I deem relevant. I am of the opinion that:
(1) The Company is a corporation duly organized and validly existing under
the laws of the State of Nevada;
(2) The Company has taken all requisite corporate action and all action
required by the laws of the State of Nevada, with respect to the
authorization, issuance and sale of common stock to be issued pursuant
to the Registration Statement;
(3) The maximum of 58,098 shares of common stock, when issued and
distributed pursuant to the Registration Statement, will be validly
issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as a exhibit to the
Registration Statement.
Very truly yours,
/s/ Gilbert L. McSwain
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Gilbert L. McSwain, Esq.