(Exhibit 5.1)
JEFFERS, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (949) 660-7700
FACSIMILE: (949) 660-7799
June 30, 2000
Exten Industries, Inc.
9620 Chesapeake Drive, Suite 201
San Diego, CA 92123
Attention: W. Gerald Newmin
Re: ISSUANCE OF SHARES PURSUANT TO S-8 REGISTRATION STATEMENT
Dear Mr. Newmin:
This letter relates to the issuance of up to 35,000,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of Exten Industries, a Delaware
corporation (the "Company") registered pursuant to that Registration Statement
on Form S-8, filed with the Securities and Exchange Commission on June 30, 2000
(the "Registration Statement"). You have requested that we deliver to you an
opinion as to whether the Shares will have been duly authorized, validly issued,
and, when issued, will be fully paid and nonassessable shares of Common Stock of
the Company. We have also examined the Certificate of Incorporation, as
amended, and such other corporate records, including the resolutions of the
Company's Board of Directors, and such other documents as we have deemed
necessary in order to express the opinion set forth below. In our examination
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity of all originals of
all documents submitted to us as copies. As to questions of fact material to
such opinion, we have relied upon statements and representations of the Company.
Our opinion is based on existing law, which is subject to change either
prospectively or retroactively. Relevant laws could change in a manner that
could adversely affect the Company or its stockholders. We have no obligation
to inform the Company of any such change in the law. We have not been requested
to opine, and we have not opined, as to any issues other than those expressly
set forth herein. This opinion extends only to questions relating to the
validity of the Shares offered and sold under the Registration Statement. We
express no opinion with respect to any other issue.
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We are admitted to practice law in the State of California and our opinion
is limited to federal law and the corporate laws of the State of California and
the State of Delaware that affect such opinion. We express no opinion with
respect to any other law or the laws of any other jurisdiction.
Assuming the Shares are issued and paid for in accordance with the terms of
the offering described in the Registration Statement, including documents
incorporated by reference thereto, and when certificates representing such
Shares have been issued to the purchasers, based on the foregoing, we are of the
opinion that the Shares will have been duly authorized, validly issued, and will
be fully paid and nonassessable shares of Common Stock of the Company.
For purposes of rendering this opinion we have made such legal and factual
inquiries as we have deemed necessary under the circumstances. Although we have
not independently verified all of the facts relied upon for purposes hereof,
nothing has come to our attention that has led us to believe that the facts are
other than as stated herein or that there exist other material facts not
considered.
Our Opinion contained herein is solely for the benefit of the Company. In
this regard, we hereby consent to the filing of this opinion, including this
consent, as an exhibit to the Registration Statement.
Very truly yours,
/s/ Jeffers, Shaff & Falk, LLP
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JEFFERS, SHAFF & FALK, LLP
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