June 29, 2000
netGuru, Inc.
22700 Savi Ranch Parkway
Yorba Linda, CA 92887
Re: Form S-3 Registration Statement
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Gentlemen:
We have acted as special counsel to netGuru, Inc., a Delaware
corporation (the "Company"), in connection with the registration by the Company
on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, of 2,734,842 shares of the Company's common stock, $.01 par value (the
"Shares"). The Shares are being offered for sale by certain security holders of
the Company (the "Selling Security Holders") identified in the Registration
Statement.
On the basis of such investigations as we have deemed necessary, we are
of the opinion that the Shares to be offered for sale by the Selling Security
Holders have been duly authorized and are (or, upon exercise of warrants or
options or upon conversion of outstanding shares of Series B Cumulative
Convertible Preferred Stock in accordance with their terms, will be) fully paid
and nonassessable and have been (or, upon the execution and delivery of
certificates, representing Shares after exercise of warrants or options or upon
conversion of outstanding shares of Series B Cumulative Convertible Preferred
Stock in accordance with their terms, will be) validly issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of the
Registration Statement.
Very truly yours,
/s/ RUTAN & TUCKER, LLP
