Exhibit 5.1
Opinion of Counsel
James G. Smith 75 Maiden Lane, 3rd Floor
Attorney at Law New York, New York 10038
(212) 402-7820 Fax (212) 202-6424
jsmith@gso-law.com
August 2, 2002
AuGRID of Nevada, Inc.
2275 East 55th Street
Cleveland, Ohio 44103
Re: Form S-8 Registration Statement
AuGRID of Nevada, Inc. 2002 Long-Term Incentive Plan
Ladies and Gentlemen:
I have acted as counsel for AuGRID of Nevada, Inc., a Nevada corporation
(the "Corporation"), in connection with the referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 750,000 shares of the Corporation's Common
Stock, $0.001 par value ("Common Stock"), that may be issued pursuant to the
AuGRID of Nevada, Inc. 2002 Long-Term Incentive Plan (the "Plan"). This Opinion
Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.
I have examined the Articles of Incorporation of the Corporation, as
amended, the Bylaws of the Corporation, as amended, records of proceedings of
the Board of Directors of the Corporation deemed by me to be relevant to this
opinion letter, the Registration Statement and other documents and agreements I
deemed necessary for purposes of expressing the opinion set forth herein. I also
have made such further legal and factual examinations and investigations as I
deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, I have
relied upon certificates and statements of officers of the Corporation and
certificates of public officials. I have made no independent investigation with
regard thereto, and, accordingly, I do not express any opinion as to matters
that might have been disclosed by independent verification.
This opinion letter is provided to the Corporation and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without my express
written consent. The only opinion rendered by me consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.
I am admitted to practice law in the State of New York, and I render this
opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of New York and, with respect
to the validity of corporate action and the requirements for the issuance of the
Common Stock, of the General Corporation Law of the State of Nevada, Nevada
Revised Statutes, Chapter 78.
Based on the foregoing, it is my opinion that the 750,000 shares of Common
Stock 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 issued, fully paid and non-assessable.
I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of my name wherever appearing in the
Registration Statement. In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ JAMES G. SMITH, ESQ.
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James G. Smith, Esq.