EXHIBITS 5.1 AND 23.1
DEAN R. EDSTROM, ESQ.
ATTORNEY AT LAW
PROFESSIONAL ASSOCIATION
1100 ONE FINANCIAL PLAZA
120 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-1801
(612) 573-3661 FAX (612) 330-0959
EMAIL: dedstrom@e-lawfirm.com
August 19, 2004
DynEco Corporation
564 International Place
Rockledge, FL 32955
Re: DynEco Corporation
Ladies and Gentlemen:
We have acted as special Minnesota counsel for DynEco Corporation, a
Minnesota corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 8,175,000 shares (the
"Shares") of Common Stock, $.01 par value per share of the Company ("Common
Stock") to be offered for resale by certain selling shareholders, of which
4,025,000 Shares are presently outstanding (the "Outstanding Shares") and
4,150,000 Shares are issuable upon the exercise of outstanding warrants and
options to purchase Common Stock (the "Issuable Shares"). The Shares are being
registered by the Company pursuant to Registration Statement on Form SB-2, file
No. 333-112585, filed with the Securities and Exchange Commission (the
"Registration Statement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates and
other instruments as we have deemed necessary or advisable for purposes of this
opinion, including, without limitation, a copy of the Amended Articles of
Incorporation of the Company filed on November 1, 2001, as certified by the
Secretary of State of the State of Minnesota on August 12, 2004, a copy of the
Bylaws of the Company as certified by the President and Chief Executive Officer
of the Company, minutes of meetings of and resolutions adopted by the Board of
Directors of the Company as certified by the President and Chief Executive
Officer of the Company, and a certificate of the President and Chief Executive
Officer of the Company dated August 18, 2004 certifying as to the correctness of
certain factual and other matters relevant to this opinion. We have also
considered such questions of law as we have deemed necessary or advisable for
purposes of this opinion, including matters arising under the Constitution and
statutes of the State of Minnesota and reported judicial interpretations
thereof.
DynEco Corporation
August 19, 2004
Page 2
We have relied as to matters of fact on certificates of public
officials and officers of the Company. We have made no independent investigation
with respect to such matters. We have assumed without investigation the
authenticity of any documents submitted to us as an original, the conformity to
the original of any document or other instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies. We have assumed
the legal capacity for all purposes relevant hereto of all natural persons and,
with respect to all parties to agreements or instruments relevant hereto, that
such parties had the requisite power and authority to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action, executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the terms of their issuance and upon
receipt by the Company of the agreed consideration therefor, will be legally
issued, fully paid and non-assessable.
This opinion is furnished to you by us as special Minnesota counsel to
the Company in connection with the registration of the Shares under the
Securities Act of 1933, and may not be relied upon for any other purpose. This
opinion is provided to you as a legal opinion only and not as a guaranty or
warranty of the matters discussed herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus which constitutes a part of the Registration
Statement. In giving such consent, we do not consider that we are "experts"
within the meaning of such term as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
DEAN R. EDSTROM, ESQ.
ATTORNEY AT LAW
PROFESSIONAL ASSOCIATION
By /S/ DEAN R. EDSTROM