EXHIBIT 5.1
Stephen E. Rounds, Attorney at Law
4635 East Eighteenth Ave.
Denver, Colorado 80220
January 10, 2000
OnLine Power Supply, Inc.
6909 S. Holly Circle
Suite 200
Englewood, Colorado 80112
Re: Registration Statement on Form SB-2
SEC File No. 333-93341
Gentlemen:
OnLine Power Supply, Inc. ("Company") has filed a registration
statement for a rescission offer by the Company to refund money (plus interest)
paid to the Company by certain investors who bought shares of common stock, and
shares of series A and series B preferred stock (since converted to shares of
common stock, as set forth in the registration statement). Hereafter, the
securities which are the subject of the registration statement are referred to
as the "rescission shares." I have acted as counsel to the Company in connection
with the preparation and filing of the registration statement.
Pursuant to the registration statement, when declared effective, the
holders of the rescission shares will have the right to either accept the
Company's refund offer, or to decline the offer and thereby reaffirm their
investment decision to keep all the rescission shares.
My opinion and consent is required in connection with such registration
statement. Such opinion and consent are to be filed as separate exhibits to the
pre-effective amendment no. 1 to the registration statement.
DOCUMENTS REVIEWED
I have examined originals, certified copies or other copies identified
to my satisfaction, of the following:
1. Articles of Incorporation of the Company.
2. Bylaws of the Company.
3. All exhibits listed in Part II of the registration statement on Form
SB-2.
4. Part I of the registration statement.
5. Minutes of proceedings of the Company board of directors from August
1996 to the date hereof.
6. Other documents as appropriate under the circumstances.
84
OnLine Power Supply, Inc.
January 10, 2000
Page -2-
I have also consulted with officers and representatives of the Company,
and received such representations and assurances concerning the exhibits
described in paragraph 3 and the registration statement described in paragraph
4, as I have deemed advisable or necessary under the circumstances. Although I
have not undertaken independent verification of the matters covered by this
paragraph, I have no reason to believe that the representations and assurances
received are materially inaccurate or false.
OPINION
The following opinion is subject to compliance by the Company with
applicable state securities laws, to declaration of effectiveness of the
Company's registration statement, and to the last sentence of this paragraph.
Based on my review of the documents listed above, it is my opinion that the
shares of common stock to be in effect offered and sold by the Company to the
holders of the rescission shares who do not elect to accept the Company's refund
offer, will be upon such effective offer and sale to such persons, duly and
validly issued, fully paid and non-assessable shares of the common stock of the
Company. This opinion assumes that the refund offer is conducted in accordance
with the final prospectus contained in the effective registration statement.
No opinion is expressed, and none shall be inferred to be expressed,
with respect to federal and state income tax laws and their impact on the
holders of the rescission shares.
No opinion is expressed, and none shall be inferred to be expressed,
with respect to the financial statements contained in the registration
statement.
This opinion has been delivered to you for the purpose of being
included as an exhibit to the registration statement and is intended solely for
your benefit.
Yours Sincerely,
/s/ Stephen E. Rounds
85