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EXHIBIT 5.1
(Luce, Forward, Hamilton & Scripps LLP Letterhead)
September 5, 2000
Advanced Aerodynamics & Structures, Inc.
3205 Lakewood Boulevard
Long Beach, CA 90808
Re: Registration Statement on Form SB-2
Advanced Aerodynamics & Structures, Inc. common stock, par value
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$.0001 per share
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Ladies and Gentlemen:
We are counsel for Advanced Aerodynamics & Structures, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form SB-2 (the "Registration Statement") as to which
this opinion is a part, filed with the Securities and Exchange Commission (the
"Commission") on September 5, 2000 for the resale of up to 10,000,000 shares
of common stock, $.0001 par value, of the Company by selling shareholders (the
"Shares").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies of such corporate records and other
documents and have satisfied ourselves as to such other matters as we have
deemed necessary to enable us to express our opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that:
The issued Shares covered by the Registration Statement and registered on
behalf of the Company, when issued in accordance with the terms and conditions
set forth in the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable. The Shares to be issued upon the
conversion of certain warrants, as covered by the Registration Statement and
registered on behalf of the Company, when issued in accordance with the terms
and conditions set forth in the Registration Statement, will be duly authorized,
validly issued, fully paid and nonassessable.
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 caption
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Luce, Forward, Hamilton & Scripps LLP
Luce Forward Hamilton & Scripps LLP
