EXHIBIT 5.1 LEGAL OPINION OF BROWN & ASSOCIATES, PLLC
BROWN & ASSOCIATES, PLLC
7400 Carmel Executive Park, Suite 120, Charlotte, NC 28226
TELEPHONE (704) 542-2525; FACSIMILE (704) 541-4751
January 31, 2002
Board of Directors
PrimeLink Systems, Inc.
10135 Hereford Road
Folsom, Louisiana 70437
Re: Form S-8 Registration Statement; Opinion of Counsel
Dear Members of the Board:
You have requested our opinion with respect to certain matters in connection
with PrimeLink Systems Inc.'s (the "Company") filing of a registration statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of 1,500,000 shares of the
Company's common stock, $.001 par value (the "Shares"), pursuant to the 2002
Non-Qualified Stock Compensation Plan (the "Stock Plan").
In connection with this opinion, we have examined the Registration Statement and
such other documents, records, certificates, memoranda and other instruments as
we deemed necessary for the basis of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies and the
due execution and delivery of all documents where due execution and delivery are
a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Stock Plan and the
Registration Statement and related prospectus, will be validly issued, fully
paid and non-assessable.
Very truly yours,
/s/ Harold H. Martin
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Harold H. Martin
For
Brown & Associates, PLLC