101 Convention Center Drive Suite 1225
Las Vegas, Nevada USA 89109
Office: (702) 221-2094
Cell: (702) 375-9471
Facsimile: (702) 735-5330
E-Mail: hga@attorney.com
HAROLD P. GEWERTER & ASSOCIATES
Harold P. Gewerter, ESQ.
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July 24, 2001
VIA EDGAR TRANSMISSION
Transportation Safety Lights, Inc.
500 North Rainbow Blvd., Suite 300
Las Vegas, Nevada 89107
Re: 650,000 Shares of Common Stock, $0.001 par value per share
Ladies and Gentlemen:
We have acted as counsel to Transportation Safety
Lights, Inc., a Nevada corporation (the "Company"), in
connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended, of 650,000 shares of the Company's common stock,
$0.001 par value, in connection with the Consulting Services
Agreements (the "Agreements") entered into by and between
the Company and Scott Bleazard and Stephen Brock.
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of
Regulation S-K.
We are familiar with the proceedings to date with
respect to the proposed issuance of the shares contemplated
by the Registration Statement and have examined such
records, documents and questions of law and satisfied
ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion letter.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Nevada; and
2. Assuming the accuracy of the documents, representations
and warranties of the Company, each share that will be newly
issued under the terms and provisions of the Agreements,
will have legally issued, fully paid and non-assessable
when:
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a. The Registration Statement, as it may be amended, shall
have become effective under the Securities Act;
b. Such shares shall have been duly issued pursuant to the
authorization of the Company's Board of Directors or a duly
authorized committee thereof, in the manner contemplated by
them; and
c. A certificate representing such shares shall have been
duly executed, countersigned and registered and duly
delivered to the participant thereof against payment of the
agreed consideration therefore (not less than the par value
thereof) determined in accordance with the terms of the
Agreements.
We do not find it necessary for the purposes of this
opinion letter to cover, and accordingly we express no
opinion as to, the application of the securities or blue sky
laws of the various states to the sale of the Shares, as
contemplated by the Registration Statement. In delivering
this opinion letter, we have assumed, as to questions of
fact, among other things, the accuracy of representations
and the genuineness of documents and signatures given to or
reviewed by us.
This opinion letter is limited to the General
Corporation Law of the State of Nevada. The opinions
expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and
may not be relied upon in any manner or for any purpose by
any other person or entity without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter
as an Exhibit to the Registration Statement and to all
references to our firm included in or made a part of the
Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons for
whom consent is required by Section 7 of the Securities Act
or the related rules promulgated by the Commission
thereunder.
Sincerely,
/s/ Harold P. Gewerter, Esq.
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