EXHIBIT 5.1
FOLEY & LARDNER LLP
150 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602-5815
P.O. BOX 3391TAMPA, FLORIDA
33601-3391
813.229.2300 TEL813.221.4215 FAX
www.foleylardner.com
WRITER'S DIRECT LINE 813.225.4135
ralba@foleylaw.com Email
CLIENT/MATTER NUMBER: 999150-0150
March 17, 2004
Dicut, Inc.
2655 Dallas Highway, Suite 415
Marietta, Georgia 30064
Re: Post Effective Amendment No. 4 to the Form S-8 Registration
Statement Relating to the Dicut, Inc. Amended & Restated
2002 Stock Option Plan
Ladies & Gentlemen:
We have acted as counsel for Dicut, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of Post Effective Amendment No. 4
to the Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
increase in the number of shares authorized under the plan from 11,500,000 to
21,500,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which may be issued pursuant to the Amended & Restated 2002
Stock Option Plan (the "Plan"). This opinion letter is rendered pursuant to
Item 8 of Form S-8 and Item 601(b)(3) of Regulation S-K. The additional
10,000,000 shares of Common Stock to be issued pursuant to the Plan are referred
to herein as the "Shares."
We have examined and are familiar with the Certificate of Incorporation of the
Company filed with the Secretary of State of the State of Delaware, Bylaws of
the Company, proceedings of the Board of Directors of the Company in connection
with the adoption of the Plan, the filing of the initial Registration Statement
on Form S-8 to this Post Effective Amendment, and such other records and
documents of the Company, certificates of public officials and officers of the
Company and such other documents as we have deemed appropriate as a basis for
the opinions set forth in this opinion letter.
We have, with your permission, assumed the Delaware General Corporation Law is
substantially the same as the Florida Business Corporation Act. Based on the
foregoing, it is our opinion that the Shares covered by the Registration
Statement and to be issued pursuant to the Plan, when issued in accordance with
the terms and conditions of the Plan, will be legally and validly issued, fully
paid and nonassessable
We are licensed to practice law in the State of Florida and express no opinion
as to any laws other than those of the State of Florida and the federal laws of
the United States of America.
This opinion letter is provided to you for your benefit and for the benefit of
the Securities and Exchange Commission, in each case, solely with regard to the
Registration Statement, may be relied upon by you and the Commission only in
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without our prior written consent. We
hereby consent to the inclusion of this opinion as Exhibit 5 in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Commission promulgated thereunder.
FOLEY & LARDNER LLP
By: /s/ Russell T. Alba
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Russell T. Alba
RTA/mtv