Exhibit 5.0
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Law Office of Gregory Bartko
3475 Lenox Road
Suite 400
Atlanta, Georgia 30326
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Phone 404-238-0550
Fax 404-238-0551
Email gbartko@mindspring.com
December 12, 2001
LASIK America, Inc.
Board of Directors
6646 Indian School Road, N.E.
Albuquerque, New Mexico 87110
Dear Gentlemen,
I refer to the Registration Statement on Form SB-2 (Registration No. 333-68942),
as amended (the "Registration Statement") filed by LASIK America, Inc., a Nevada
corporation (the "Company"), with the United States Securities and Exchange
Commission under the Securities Act of 1933, relating to the offer by the
Company of 425,000 units, and an offer for resale by a certain selling
shareholder of an additional 125,000 units, each unit consisting of one share of
common stock, $.001 par value per share and a redeemable common stock purchase
warrant to purchase one share of common stock (the "Units," "Common Stock," and
"Warrants," respectively).
As counsel to the Company, and as securities counsel for the selling
shareholder, I have examined such corporate records, documents and questions of
law as I have deemed necessary or appropriate for the purposes of this opinion.
In such examinations, I have assumed the genuiness of signatures and the
conformity to the originals of the documents supplied to me as copies. As to
various questions of fact material to this opinion, I have relied upon
statements and certificates of officers and representatives of the Company.
Upon the basis of such examination, I am of the opinion that:
(i) the 425,000 shares of Common Stock offered by the Company as a
part of the Units, when sold in accordance with the terms agreed
upon in the Underwriting Agreement filed as Exhibit 1.0 to the
Registration Statement, have been validly authorized, will be
legally issued, fully paid, and non-assessable;
(ii) the 125,000 shares of Common Stock offered for resale by the
selling shareholder as a part of his 125,000 Units, when sold in
accordance with the terms agreed upon in the Placement Agent
Agreement filed as Exhibit 1.1 to the Registration Statement,
have been validly authorized, are legally issued, fully paid,
and non-assessable;
LASIK America, Inc.
Board of Directors
December 12, 2001
Page 2
(iii) the 425,000 redeemable common stock purchase warrants offered by
the Company as a part of the Units, when sold in accordance with
the terms agreed upon in the Underwriting Agreement filed as
Exhibit 1.0 to the Registration Statement, have been validly
authorized, will be legally issued, fully paid, non-assessable,
and upon issuance, will constitute the legal, binding obligation
of the Company;
(iv) the 125,000 redeemable common stock purchase warrants offered
for resale by the selling shareholder as a part of his 125,000
Units, when sold in accordance with the terms agreed upon in the
Placement Agent Agreement filed as Exhibit 1.1 to the
Registration Statement, have been validly authorized, are
legally issued, fully paid, non-assessable, and constitute the
legal, binding obligation of the Company;
(v) the 425,000 shares of Common Stock to be issued at the time of
exercise of the 425,000 redeemable common stock purchase
warrants offered by the Company as a part of the Units, when
sold in accordance with the terms agreed upon in the
Underwriting Agreement filed as Exhibit 1.0 to the Registration
Statement, will have been validly authorized, and when the
exercise price of the Warrants is fully paid, such shares will
be legally issued, fully paid, and non-assessable.
(vi) the 125,000 shares of Common Stock to be issued at the time of
exercise of the 125,000 redeemable common stock purchase
warrants offered for resale by the selling shareholder as a part
of his Units, when sold in accordance with the terms agreed upon
in the Placement Agent's Agreement filed as Exhibit 1.1 to the
Registration Statement, will have been validly authorized, and
when the exercise price of the Warrants is fully paid, such
shares will be legally issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that I am a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities Act
of 1933.
Sincerely,
Gregory Bartko, Esq.
GAB/nmn
Cc: Howard P. Silverman, CEO
Chris Dieterich, Esq.