[LETTERHEAD OF KENNETH J. WARREN]
October 4, 2000
Royal Precision, Inc.
15170 N. Hayden Road, Suite 1
Scottsdale, AZ 85260
Gentlemen:
You have requested my opinion in connection with the issuance of up to an
additional 750,000 shares of Common Stock, $.001 par value (the "Common Stock")
of Royal Precision, Inc., a Delaware corporation (the "Company"), under the
Royal Precision, Inc. 1997 Stock Option Plan (the "Plan").
I have examined and relied upon the following documents and instruments for
the purpose of giving this opinion which, to my knowledge and in my judgment,
are all of the documents and instruments that are necessary for me to examine
for such purpose.
i. The corporate minute books of the Company, including copies of the
Company's Amended and Restated Certificate of Incorporation and Bylaws.
ii. The Plan; and
iii. A Certificate of an officer of the Company as to certain factual
matters (the "Officer's Certificate").
Whenever I have asserted knowledge in giving my opinion on any matter which
involves a question of fact, my knowledge is the result of the examination of
the data contained in the corporate minute books of the Company, information
contained in the Officer's Certificate and such other matters regarding the
Company as have come to my attention from time to time.
In giving my opinion, I have assumed, without investigation, the
authenticity of any document or instrument submitted to me as an original, the
conformity to the authentic original of any document or instrument submitted to
me as a certified, conformed or photostatic copy, the genuineness of all
signatures on such originals or copies and the authority and capacity of each
signatory.
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Based upon the foregoing, I am of the opinion that when the shares of
Common Stock issuable under the Plans have been duly issued and delivered, they
will be validly issued, fully paid and nonassessable.
The opinion set forth above is subject to the following qualifications:
A. No opinion is expressed herein as to the application of any state
securities or Blue Sky laws.
B. I am qualified to practice law in the State of Ohio, and nothing
contained herein shall be deemed to be an opinion as to any law other than the
General Corporation Law of the State of Delaware and the federal law of the
United States.
C. The opinion set forth herein is expressed as of the date hereof, and I
do not have any obligation to advise you of any changes, after the date hereof,
in the facts or the law upon which this opinion is based.
D. I consent to the reference to my name under the caption "Interests of
Named Experts and Counsel" in the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission to register the additional shares
issuable under the Plan and to the use of my opinion as an exhibit to the
Registration Statement. In giving these consents, I do not admit that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Kenneth J. Warren
Kenneth J. Warren
