Exhibit 5.1
POULTON & YORDAN
ATTORNEYS AT LAW
136 EAST SOUTH TEMPLE, SUITE 1700-A
SALT LAKE CITY, UTAH 84111
Richard T. Ludlow Telephone: (801) 355-1341
Fax: (801) 355-2990
January 30, 2002
Board of Directors
EMPS Corporation
875 Donner Way, Unit 705
Salt Lake City, Utah 84108
Re: Opinion and Consent of Counsel with respect to Registration
Statement on Post Effective Amendment No. 1 to Form S-8 for
EMPS Corporation.
Gentlemen:
You have requested the opinion and consent of this law firm, as
counsel, with respect to the proposed issuance and distribution of certain
securities of the Company pursuant to the filing of a registration statement on
Post Effective Amendment No. 1 to Form S-8 with the Securities and Exchange
Commission.
The proposed offering relates to up to 280,000 shares of common stock,
$.001 par value (the "Common Stock"), to be offered to plan participants as
outlined in the EMPS Corporation 1998 Stock Option Plan. It is our opinion that
the shares of common stock will, when issued in accordance with the terms and
conditions set forth in the registration statement, be duly authorized, validly
issued, fully paid and nonassessable shares of common stock of the Company in
accordance with the corporation laws of the State of Nevada.
We consent to be named by the Company in the registration statement and
prospectus included therein. We also consent to the Company filing this legality
opinion as an exhibit to the registration statement.
Very truly yours,
POULTON & YORDAN
/s/ Richard T. Ludlow
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Richard T. Ludlow
Attorney at Law