[Letterhead of the Law Offices of Tolan S. Furusho]
June 27, 2006
VIA FAX (561) 995-1920
Scott Salberg
Salberg & Company, P.A.
20283 State Road 7, Suite 300
Boca Raton, FL 33498
Re: TechAlt, Inc., a Nevada corporation ("Reality")
Legal Opinion re Form S-8 Registration
Dear Mr. Salberg:
You have requested our opinions in connection with the eligibility of the
TechAlt, Inc., a Nevada corporation (the "Company"), to register offerings of
securities on Securities Exchange Commission ("SEC") Form S-8, pursuant to the
Securities Act of 1933, as amended. We confirm that we act as counsel to the
Company.
In Release Nos. 33-8587 and 34-52038, and International Series Release No.
1293 (collectively, the "Releases") dated July 15, 2005, the SEC adopted rules
and rule amendments relating to SEC filings by reporting shell companies. As
adopted, the Releases reference Securities Act Rule 405 and Securities Exchange
Act Rule 12b-2, which define the term "shell company" as:
. . . a company, other than an asset-backed issuer, with:
o no or nominal operations; and
o either:
o no or nominal assets;
o assets consisting solely of cash and cash equivalents; or
o assets consisting of any amount of cash and cash equivalents
and nominal other assets.
The Releases also state, that with respect to the definition of "shell
company," "[f]or purposes of this definition, the determination of a company's
assets (including cash and cash equivalents) must be based on the amounts that
would be reflected on the company's balance sheet prepared in accordance with
U.S. generally accepted accounting principles on the date of that
determination."
In rendering our opinions set forth below, we have examined originals or
copies of such documents, as we have deemed necessary for the purpose of
rendering this opinion. In addition, we have obtained from public officials and
representatives of the Company such certificates as we have deemed necessary for
the purpose of rendering this opinion. In the course of our examinations, we
have assumed the genuineness of all documents and the signatures thereon, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies, and the due
authorization, execution and delivery of all documents.
The Company continues as a development stage entity in the business of
technology applications and technology development in the homeland security
sector, consistent with its business purpose at the close of fiscal years 2005
and 2004. The Company, while incurring significant fiscal challenges resulting
from foreclosure on substantially all of its assets (the "Foreclosure
Settlement") subsequent to the quarter ending September 30, 2005, has
continuously maintained since inception though the date of this letter its
primary purpose to develop marketable technology in the homeland security market
place. Furthermore, the Company has seamlessly continued its pursuit of this
objective independent of its loss of certain intellectual property and reduction
in its facilities and staff. Its FY 2006 acquisition of Cypher Wireless, Inc.,
the Company's operating subsidiary, indicates that the Company continues to
receive letters intent from both customers and contractors seeking the Company's
services. In this regard, the Company has not experienced any material change in
business since the Foreclosure Settlement. In the course of our examinations, we
have assumed the genuineness of all documents and the signatures thereon, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies, and the due
authorization, execution and delivery of all documents.
On the basis of and subject to the foregoing examination and such matters
of fact and questions of law that we deem relevant under the circumstances, and
relying thereon and subject to the assumptions, exceptions, qualifications and
limitations contained herein, we are of the opinion that the Company is not a
"shell company" within the meaning of Securities Act Rule 405 and Securities
Exchange Act Rule 12b-2. We are of the further opinion that the Company is
eligible to register offering of securities on SEC Form S-8.
For purposes of the registration on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), of 7,475,000 shares of common stock of
the Company in connection with the Employment Agreements between the Company and
Bruno Riegl, Terence Byrne, David Moore, Craig Fischer, Shai Stern, Seth
Farbman, James Hurely, George Grumley, Monty Abbot and Francine Winters
(collectively, the "Agreements"), we have examined such documents and have
reviewed such questions of law as we have considered necessary and appropriate
for the purposes of this opinion and, based thereon, we advise you that, in our
opinion, when such shares have been issued and sold in accordance with the
registration statement referenced herein, such shares will be validly issued,
fully paid and nonassessable shares of the Company's common stock.
We are admitted to practice law in the States of Washington, and our
opinions herein are limited to the present laws of the United States of America
and to the present judicial interpretation thereof.
Our opinions herein are rendered as of the date hereof and we assume no
obligation to update or supplement this opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in laws
that may hereafter occur. Additionally, our opinions herein have been rendered
solely for the benefit of the addressee hereof in connection with the matters
referred to herein and are not to be used, circulated, quoted, referred to or
relied upon by any other person or by you in any other context without our prior
written consent.
Sincerely,
/s/ Tolan S. Furusho
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