Exhibit 5.1
Owen M. Naccarato
Attorney at Law
19600 Fairchild, Suite 260
Irvine, CA 91612
Office: (949) 851-9261 Fax: (949) 851-9262
________________________________________________________________________________
January 15, 2004
Victor Industries, Inc.
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentleman:
We have acted as counsel for Victor Industries, Inc. (the "Company"), in
connection with the preparation and filing of the Company's Registration
statement on Form S-8 under the Securities Act of 1933, (the "Registration
Statement"). You have requested our opinion in connection with the registration
by the Company of 22,000,000 shares (the "Shares") of its common stock to be
issued pursuant to a registration statement on Form S-8 filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"). Such registration statement, as amended or supplemented is
hereinafter referred to as (the "Registration Statement.") The Shares are to be
issued under the Company's Consulting and Legal Services Plan (the "Plan").
You have advised that:
1. The Company is current in its reporting responsibilities to the Securities
and Exchange Commission as mandated by the Securities Exchange Act of 1934, as
amended.
2. The Shares will be issued to consultants and participants in the Plan as
compensation for their services on behalf of the Company. Such persons have
provided bona-fide services to the Company which are not in relation to the
offer or sale of securities in a capital-raising transaction, and which did not
either directly or indirectly promote or maintain a market for the Company's
securities.
3. The shares to be issued to these individuals will be pursuant to corporate
resolution and the approval of the Board of Directors of the Company. These
shares registered pursuant to the Registration Statement and will be issued
without restrictive legend to those persons who are not deemed to be affiliates
of the Company as defined in Rule 405 of the Act.
We have read such documents as have been made available to us. For purposes of
this opinion, we have assumed the authenticity of such documents.
Based on the accuracy of the information supplied to us, it is our opinion that
the Company may avail itself of a Registration Statement on Form S-8, and is
qualified to do so. Further, subject to the limitation set forth in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized to issue, and assuming that the
Shares will be issued as set forth in the Plan and the Registration Statement,
at a time when effective, and that the Company will fully comply with all
applicable securities laws involved under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated pursuant to said Acts, and in those states of foreign
jurisdictions in which the Shares may be sold, we are of the opinion that, upon
proper and legal issuance of the Shares and receipt of the consideration to be
paid for the Shares, the Shares will be validly issued, fully paid and no
assessable shares of common stock of the Company.
This opinion does not cover any matters related to any re-offer or re-sale of
the Shares by any Plan participants, once properly and legally issued pursuant
to the Plan as described in the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our firm
under the heading in the Registration Statement. In giving this consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission. This opinion and consent may be incorporated by reference in a
subsequent registration statement on Form S-8 filed pursuant to Rule 462(b)
under the Act with respect to the registration of additional securities
assumable under the Plan.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the present laws of the
State of Idaho or the federal law of the United States be changed by legislative
action, judicial decision or otherwise. This opinion is furnished to you
pursuant to the applicable rules and regulations promulgated under the Act in
connection with the filing of the Registration Statement.
Sincerely,
/s/ Owen Naccarato, Esq.
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Naccarato & Associates
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