GREGORY S. SKINNER 1 LAW OFFICES OF 800 Southwood Boulevard
GARRETT SUTTON 1 Skinner, Sutton, Watson & Rounds Suite 207
KELLY G. WATSON 1 a professional corporation Post Office Box 3150
MICHAEL D. ROUNDS 1 Incline Village, Nevada 89450
(775) 833-1700
________ FAX (775) 333-8171
548 CALIFORNIA AVENUE
PHILIP A. OLSEN 1 RENO, NEVADA 89509-1448 The Atrium Building
JAMES G. CHRISTENSEN (775) 324-4100 333 North Rancho Drive
SHIRLE T. EITING Fax (775) 833-1701 Suite 410
MATTHEW D. FRANCIS 2 e-mail: RENO@SSWLEGAL.COM Las Vegas, Nevada 89106
LARA PEARSON (702) 636-4902
ROBERT PAUL TURNER 3 Fax (702) 636-4904
GLORIA M. HOWRYLA 1
JOHN D. LONG 4
OF COUNSEL-
LARS A. PERRY 1
MICHAEL A. SHIMOKAJI 3 Reply to: Reno
1 Also licensed in California
2 Also licensed in Utah
3 Only licensed in California
4 Only licensed in Illinois and
Massachusetts
February 22, 2001
VIA FAX AND FED-EX
The Board of Directors
Power Save International, Inc.
5800 NW 64th Avenue, Building 26, No. 109
Tamarac, Florida 33319-2229
Re: Registration Statement on Form SB-2, Amendment Number 1
(Registration No. 333-33890); dated April 3, 2000
Ladies and Gentlemen:
We have acted as your counsel in connection with opining as to the validity
of the securities to be offered pursuant to your registration under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the "Securities Act"), and the sale by Power Save International,
Inc., a Nevada corporation (the "Company"), of an aggregate of One Million
(1,000,000) shares of the Company's common stock, par value $0.03 per share (the
"Common Stock" or the "Shares") pursuant to the Underwriting Agreement, dated
November 2, 1999, between the Company and Three Arrows Capital Corp. (the
"Underwriting Agreement").
This opinion is delivered in accordance with the requirements of Items
601(b)(5) and (23) of Regulation S-B under the Securities Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement on Form SB-2, as amended, relating, among other
securities, to the Shares, filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act on April 3, 2000 (together with all
exhibits thereto, the "Registration Statement"), (ii) the Charter of the
Company, as amended, (iii) the Articles of Incorporation of the Company in
effect as of the date hereof, and (iv) the Bylaws of the Company in effect as of
the date hereof. We have also examined such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
Power Save International, Inc.
February 22, 2001
Page 2
In rendering this opinion, we have relied upon our review of documentation
representing the transactions involving the transfer of the Shares and certain
other applicable documents pertaining to the status of the Company and its
Common Stock that were furnished to us by the Company. We have also received
oral representations made by certain officers and affiliates of the Company.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Members of our firm working with respect to the Company are admitted to the
practice of law in the State of Nevada and the State of California and to
practice federal law of the United States of America, and we do not express any
opinion as to the laws of any other jurisdiction or any other applicable law or
regulation.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued by the Company in the offering, described in the
Registration Statement, have been duly and validly authorized for issuance, and,
upon issuance and delivery of the Shares against payment therefor in accordance
with the terms of the Underwriting Agreement, the Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to Form SB-2, and its incorporation by reference as an exhibit to
the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or under the rules and regulations of the Commission
promulgated thereunder.
Power Save International, Inc.
February 22, 2001
Page 3
This opinion letter is rendered as of the date first written above. This
law firm expressly disclaims any obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify this opinion. This opinion is
expressly limited to the matters stated herein, and this law firm makes no
opinion, express or implied, as to any other matters relating to the Company or
its securities.
Very truly yours,
/S/ SKINNER, SUTTON, WATSON & ROUNDS