Cane O'Neill Taylor, LLC
Michael A. Cane* Stephen F.X. O'Neill** Gary R. Henrie+
Michael H. Taylor*** Christine S. Beaman****
Telephone: 702-312-6255 / 604-687-5792
2300 West Sahara Avenue, Suite 500-Box 18
Facsimile: 702-944-7100 / 604-687-6650
E-mail: mht@stockslaw.com
December 18, 2002
The Board of Directors
Turbodyne Technologies, Inc.
6155 Carpinteria Avenue
Carpinteria, CA 93013
Dear Sirs:
Re: Turbodyne Technologies, Inc. (the "Company")
- 2002 Stock Incentive Plan
- --------------------------------------------------------------------------------
We have acted as legal counsel for Turbodyne Technologies, Inc., a Nevada
corporation (the "Company") in connection with the preparation of a registration
statement on Form S-8 (the "Registration Statement') filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of up to
7,500,000 shares of the Company's common stock (the "Shares") reserved for
issuance through the 2002 Stock Incentive Plan (the "Plan"). This opinion is
being furnished pursuant to Item 601(b)(5) of Regulation S-B under the Act.
In rendering the opinion set out below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Restated Articles of
Incorporation; (c) the Company's Bylaws, as amended and currently in effect; (d)
certain records of the Company's corporate proceedings as reflected in its
minute books, including minutes of meetings of the Board of Directors approving
the Plan; (e) the Plan; and (f) such statutes, records and other documents as we
have deemed relevant. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and conformity with the originals of all documents submitted to us as copies
thereof. In addition, we have made such other examinations of law and fact, as
we have deemed relevant in order to form a basis for the opinion hereinafter
expressed. This opinion is based on and limited to the laws of the State of
Nevada.
Based upon the foregoing, it is our opinion that, the Shares will be duly
authorized, legally and validly issued, fully paid and non-assessable shares of
the Company's common stock when issued and sold pursuant to grants of stock
awards under the Plan, provided such stock awards are granted in accordance with
the terms and conditions of the Plan and the person receiving any grant of stock
awards under the Plan performs their obligations to the Company in accordance
with the terms of any agreement evidencing the stock award and the Plan.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Yours truly,
CANE O'NEILL TAYLOR, LLC
/s/ MICHAEL H. TAYLOR
MICHAEL H. TAYLOR
MHT/dml
*Licensed Nevada, California, Washington and Hawaii State Bars; **Washington and
British Columbia Bars;
*** Nevada and British Columbia Bars; +Utah Bar only; **** Nevada Bar only