JAY HAIT
Attorney at Law
130 William St., Suite 807
New York, NY 10038
Tel: (212) 349-0124 Fax: (212) 898-1334
January 25, 2000
Board of Directors
PPA Technologies, Inc.
163 South Street
Hackensack, New Jersey 07601
RE: Opinion of Counsel on Legality of Issuance
of Securities by the Company
Gentlemen:
You have requested that I render an opinion as to the legality of the
issuance and sale of certain securities of PPA Technologies, Inc. (hereinafter
the "Company") in connection with the public offering of said securities which
are the subject of a Registration Statement, File No. 333-40001-NY on Form SB-2
filed with the Securities and Exchange Commission. These securities are
1,015,000 Common Shares (no par value), 1,015,000 Redeemable Common Stock
Purchase Warrants ("Redeemable Warrants")(no par value), 507,500 Common Shares
(no par value) underlying said Redeemable Warrants, 100,000 Underwriter's
Warrants ("Warrants") and 150,000 Common Shares underlying said Warrants.
As Counsel to the Company, I have examined the Company's charter
documents and have supervised the Company's Board of Directors in connection
with the authorization of the 1,015,000 Common Shares (for sale to the public)
and the 1,015,000 Redeemable Warrants, 507,500 Common Shares underlying said
Redeemable Warrants, 100,000 Underwriter's Warrants and 150,000 Common Shares
underlying said Warrants, the Redeemable Warrants and the Warrants being
exercisable pursuant to the terms set forth in the Registration Statement. After
review of the Securities Act of 1933, as amended, rules and regulations
promulgated thereunder, and other statutes, rules, regulations and such other
sources of law as deemed necessary, I render the following opinion in reliance
upon the representations of management and corporate records as presented to me
by the management of the Company:
(1) The Company is a duly incorporated and validly existing corporation
in good standing under the laws of the State of New Jersey and is duly
authorized to transact the business in which it is engaged and in which it
proposes to engage.
(2) The total authorized capital of the Company is Ten million
(10,000,000) Common Shares (no par value) and 1,000,000 Preferred Shares (Par
value $100.00/share).
(3) (a) When any of the Common Shares offered by Prospectus are
purchased in accordance with the terms of the Registration Statement, and
certificates for the 1,015,000 Common shares have been duly executed and
delivered upon payment to the Company of the agreed price per share, said Common
Shares will have been duly authorized and issued as fully paid and
non-assessable securities of the Company. The 1,015,000 Common Shares will be
entitled to the rights set forth in the Certificate of Incorporation of the
Company.
(b) When any of the Redeemable Warrants issued pursuant to the
terms of the Registration Statement and certificates for the Redeemable Warrants
have been duly executed and delivered upon payment to the Company of the agreed
price for the Redeemable Warrants, said Redeemable Warrants will have been duly
and validly authorized and issued as fully paid and non-assessable securities of
the Company. The 575,000 Common Shares underlying the Redeemable Warrants will
be entitled to the rights set forth in the Certificate of Incorporation of the
Company.
(c) When any of the Warrants issued pursuant to the terms of
the Registration Statement and certificates for the Warrants have been duly
executed and delivered upon payment to the Company of the agreed price for the
warrants, said Warrants will have been duly and validly authorized and issued as
fully paid and non-assessable securities of the Company. The 150,000 Common
Shares underlying the Warrants will be entitled to the rights set forth in the
Certificate of Incorporation of the Company.
(d) When any of the Redeemable Warrants are exercised in
accordance with their terms, and certificates for the 507,500 Common Shares
issuable upon exercise of said Redeemable Warrants have been duly executed and
delivered upon payment to the Company of the agreed exercise price per share,
said 507,500 Common Shares will have been duly and validly authorized and issued
as fully paid and non-assessable securities of the Company. The 507,500 Common
Shares will be entitled to the rights set forth in the Certificate of
Incorporation of the Company.
(e) When any of the Warrants are exercised in accordance with
their terms, and certificates for the 150,000 Common Shares issuable upon
exercise of said Warrants have been duly executed and delivered upon payment to
the Company of the agreed exercise price per share, said 150,000 Common Shares
will have been duly and validly authorized and issued as fully paid and
non-assessable securities of the Company. The 150,000 Common Shares will be
entitled to the rights set forth in the Certificate of Incorporation of the
Company.
(4) The contemplated issuances and sales of up to 1,015,000 Common
Shares, 1,015,000 Redeemable Warrants which may be exercised to purchase up to
507,500 Common Shares, 100,000 Warrants which may be exercised to purchase up to
150,000 shares of the Company's Common Stock do not violate applicable federal,
state or local statutes or regulations.
CONSENT
I HEREBY CONSENT TO THE INCLUSION OF THIS OPINION AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT, AND TO THE USE IN THE REGISTRATION STATEMENT
AND RELATED PROSPECTUS OF MY NAME UNDER THE CAPTION "LEGAL MATTERS."
Sincerely,
/s/ Jay Hait
Jay Hait, Esq.