Exhibit 5.1
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EXHIBIT 5.1 OPINION OF COUNSEL
April 8, 2005
P--CE Computers, Inc.
45630 Citrus Street, Suite E
Indio, California 92201
Attention: Board of Directors
Re: Registration Statement on Form SB-2/A-1
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Gentlemen:
As special counsel to P--CE Computers, Inc., a Nevada corporation (the
"Company"), we have been requested to provide our opinion regarding the issuance
by the Company of 6,130,636 shares of the Company's $.0001 par value common
stock (the "Shares"). We have been informed that the Shares will be registered
for sale or transfer by the provisions of that certain Registration Statement on
Form SB-2/A-1 to be filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the provisions of the Securities Act
of 1933, as amended (the "Act"), relating to the registration of the Shares,
which are owned by those stockholders specified in that Registration Statement
(the "Registration Statement"). As special counsel to the Company and for
purposes of responding to that request, we have relied upon information provided
by officers and other representatives of the Company for purposes of this
opinion (the "Information").
Accordingly, the purpose of this letter is to respond, in writing, to that
request and furnish that opinion. In furnishing the opinion specified in this
letter, we confirm that we have relied upon our review of the Information, which
relates to the (i) transactions pursuant to which the Shares were issued and
(ii) status of (a) the Company and (b) its common stock.
PCE Computers, Inc.
April 8, 2005
Page 2
We confirm that we have assumed, without investigation, (i) the truthfulness and
veracity of the Information; (ii) the genuineness of all signatures to all
documents included in the definition of the Information; (iii) the legal
capacities of all persons who executed those documents; (iv) the appropriate
authorization and valid execution by all parties to those documents; (v) that
those documents are free from any form of fraud, misrepresentation, duress, and
criminal activity; (vi) the conformity of the originals of those documents to
those copies thereof which were submitted to us; and (vii) the appropriate
delivery and acceptance of those documents by all parties thereto. As to any
material facts relating to the opinion specified in this letter which we did not
verify independently, we confirm that we have relied upon statements and
representations of officers and other representatives of the Company, which are
included in the definition of the Information. Solely for purpose of the opinion
specified in this letter, you should assume that our investigation has been, and
will continue to be, limited exclusively to that information that we believe is
necessary to furnish that opinion.
Based upon and subject to the foregoing and, in reliance thereof, it is our
opinion that, subject to the limitations and qualifications specified in this
letter, the Shares have been duly and validly authorized for issuance and are
validly issued, fully paid, and non-assessable.
We expressly disclaim any obligation to inform you of any facts, circumstances,
events, or developments which hereafter may be brought to our attention and
which may alter, affect, or modify the opinion specified in this letter. We
confirm that we render no opinion with respect to the truth and accuracy or the
completeness of the Registration Statement, or any portion thereof. The opinion
specified in this letter is expressly limited to the matters specified in this
letter, and we make no opinion, express or implied, as to any other matters
relating to the Company or its securities.
The opinion specified in this letter is furnished solely for your benefit
regarding the transactions specified in this letter and may not be delivered to
or relied upon by any other person without our prior written consent.
We consent to the use of this letter as an exhibit to the Registration
Statement. In furnishing that consent, we do not hereby admit that we are in the
category of persons whose consent is required pursuant to Section 7 of the Act
or the rules and regulations of the Commission pursuant thereto.
P--CE Computers, Inc.
April 8, 2005
Page 3
The Company is hereby advised, urged, and encouraged to consult with and, if
appropriate, retain securities counsel in each jurisdiction outside the United
States in which the Shares may be offered and sold regarding compliance with the
securities laws of such jurisdiction.
Finally, of course, in the event that you have questions or comments regarding
this matter, please do not hesitate to contact us. Thank you.
Sincerely
STEPP LAW GROUP
/s/ Thomas E. Stepp, Jr.
Thomas E. Stepp, Jr.
TES/cn