June 20, 2000
Covol Technologies, Inc.
3280 North Frontage Road
Lehi, Utah 84043
Re: Registration Statement on Form S-8 of Covol Technologies, Inc.
Ladies and Gentlemen:
I have acted as counsel to Covol Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 of the Company, SEC File No. 333-_____ filed on June 20, 2000, to which
this opinion is attached as Exhibit 5.1 (the "Registration Statement"), with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to 1,194,250 shares (the "Shares") of common stock of the
Company, par value $.001 per share (the "Common Stock"), consisting of shares of
Common Stock issuable upon exercise of Common Stock options for purchase of
Common Stock ("Options") issued by the Company pursuant to certain stock option
agreements (the "Agreements").
This opinion is an exhibit to the Registration Statement, and is being
furnished to you in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the "1933 Act").
In that capacity, I have reviewed the Registration Statement and other
documents, corporate records, certificates, and other instruments for purposes
of this opinion.
In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity of all documents submitted to me as
certified, conformed or photostatic copies and the authenticity of the originals
of such documents. In making my examination of documents executed by parties
other than the Company, I have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity, binding effect and enforceability thereof. As to any facts material to
the opinions expressed herein, I have, to the extent I deemed appropriate,
relied upon statements and representations of officers and other representatives
of the Company and others.
My opinions expressed herein are limited to the corporate law of the
State of Delaware, and I do not express any opinion herein concerning any other
law.
Based upon and subject to the foregoing, and to the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that the Shares being registered on the Registration Statement to be issued by
the Company upon exercise of the Options have been duly authorized and, when
paid for in the manner provided in the various agreements and instruments
governing the Options, will be legally issued, fully paid and non- assessable.
In rendering this opinion, I have assumed that
i) the certificates representing the Shares will conform to
the form of specimen examined by me and such certificates will
be duly executed and delivered by the Company; and
ii) the consideration for Shares as provided in the applicable
resolutions of the Board of Directors of the Company,
including the consideration paid or to be paid for the
Options, has been actually received by the Company as provided
therein.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Harlan M. Hatfield
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Harlan M. Hatfield
