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MARSHALL HILL CASSAS & de LIPKAU
LAWYERS
ROBERT W. MARSHALL 333 Holcomb Ave, Ste 300 Telephone:
EARL M. HILL Reno, NV 89502 775/323-1601
FRANK CASSAS ----
ROSS E. de LIPKAU Facsimile:
JOHN P. FOWLER 775/348-7250
REW R. GOODENOW
MICHAEL R. KEALY
A. STANYAN PECK Mailing Address:
P.O. Box 2790
Reno, NV 89505-2790
August 3, 2001
Legal Access Technologies, Inc.
Attention: Steven D. Fellows, CFO
2300 West Sahara Avenue, Suite 500
Las Vegas, Nevada 89102
Re: Legal Access Technologies, Inc./Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special Nevada legal counsel to Legal
Access Technologies, Inc., a Nevada corporation (the "Company")
in connection with the preparation of the above referenced
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange
Commission (the "Commission"). The Registration Statement
relates to the registration under the Securities Act of 1933, as
amended (the "Act") of up to 880,151 shares (the "Shares") of
Class A voting common stock, par value $0.001 (one mil) per
share, which may be issued from time to time pursuant to the 2001
Stock Option Plan (the "Plan").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction
of only the following:
(a) Articles of Incorporation of Dynamic Associates, Inc. filed with
the Office of the Nevada Secretary of State on July 20, 1989;
(b) Certificate of Amendment of the Articles of Incorporation of Dynamic
Associates, Inc. filed with the Nevada Secretary of State's Office
on May 6, 1997 increasing the number of authorized shares to
100,000,000;
(c) Certificate of Amendment of Articles of Incorporation changing the
name of the Company to Legal Access Technologies, Inc. filed with
the Office of the Nevada Secretary of State on June 11, 2001;
(d) Articles of Exchange between the Company and Tele-Lawyer, Inc. filed
June 12, 2001;
(e) Amended Bylaws of Legal Access Technologies, Inc. certified by Michael
Cane, the President/CEO of the Company on 15 June 2001;
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Legal Access Technologies, Inc.
August 3, 2001
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(f) Written Consent to Action Without Meeting of the Directors of Legal
Access Technologies, Inc. dated June 15, 2001;
(g) 2001 Stock Option Plan of Legal Access Technologies, Inc.;
(h) the Registration Statement; and
(i) Secretary's Certificate of Michael A. Cane, Secretary of Legal Access
Technologies, Inc. certifying as to the articles of incorporation
and bylaws of the Company and as to resolutions of the board of
directors of the Company approving the Plan.
In the examination of the documents, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals
of these documents. We have assumed that Michael A. Cane is the
Secretary of the Company and that, as Secretary, he has the
authority to execute and deliver the Certificate described at (i)
above. We have assumed that all the documents submitted to us
unsigned have been properly executed by the proper parties and
delivered in a timely manner. As to any faxed material to this
opinion which we did not independently establish or verify and
which are necessary to the opinions rendered in this letter, we
have relied upon the Registration Statement, the statements and
representations of officers of the Company and the facts stated
in the documents listed above.
Members of our firm are admitted to the practice of law in
the State of Nevada and we express no opinion as to the laws of
any other jurisdiction.
Based upon and subject to the foregoing, we are of the
opinion that under Nevada law, when (i) the Registration
Statement becomes effective, (ii) the Plan has been approved by
the stockholders, (iii) the Shares are issued pursuant to the
terms of the Plan after exercise of the options granted pursuant
to the Plan, (iv) an option agreement pursuant to the Plan has
been properly issued to the person or persons exercising said
options, and (v) certificates representing the Shares are duly
executed, countersigned, registered and delivered, the Shares
will be duly authorized, validly issued, fully paid and non-
assessable.
This opinion is limited to matters governed by the laws of
the State of Nevada, excluding any Nevada state "blue sky" laws,
we consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the
category of persons whose
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Legal Access Technologies, Inc.
August 3, 2001
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consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion is expressed as of
the date hereof unless otherwise expressly stated and we disclaim
any undertaking to advise you of any subsequent facts or any facts
stated or assumed herein or any subsequent changes in applicable law.
MARSHALL HILL CASSAS & de LIPKAU
By /s/ John P. Fowler, Esq.
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John P. Fowler, Esq.