Exhibit 5.4
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
ALAMO PLAZA
1401 SEVENTEENTH STREET - 11TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 295-3360
FACSIMILE (303) 295-1563
WITH OFFICES IN
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futrofirm@aol.com LOS ANGELES, CALIFORNIA
February 11, 2000
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Chadmoore Wireless Group, Inc.
OPINION OF COUNSEL NO. 00-042.1
Form S-8 Registration Statement for the "Chadmoore Wireless Group,
Inc. Amended Nonqualified Stock Option Plan"
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to Chadmoore Wireless Group, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of 1,500,000 shares of the Company's
common stock, $.001 par value per share (the "Shares"), pursuant to the employee
benefit plan of the Company entitled the "Chadmoore Wireless Group, Inc. Amended
Nonqualified Stock Option Plan" dated October 12, 1995 (the "Plan"). As such, we
have examined the Registration Statement, the Plan, the Company's Articles of
Incorporation and Bylaws, as amended, and minutes of meetings of its Board of
Directors.
Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan and 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
said Acts, and in those states or foreign jurisdictions in which the Shares may
be sold, we are 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 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 the Plan as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
U.S. Securities and Exchange Commission
OPION OF COUNSEL NO. 00-42.1
February 11, 2000
Page 2
date hereof. This opinion does not address or relate to any specific state
securities laws. We assume no duty to communicate with the Company in respect to
any matter which comes to our attention hereafter.
CONSENT
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We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in any prospectus which is
incorporated by reference into and made a part of the Registration Statement.
/s/ Futro & Trauernicht LLC
FUTRO & TRAUERNICHT LLC