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Exhibit No. 5.1
October 20, 2000
Cash Technologies, Inc.
1434 West 11/th/ Street
Los Angles, California 90015
Re: Cash Technologies, Inc.
Registration Statement on Form S-3
SEC File No. 333-41536
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Ladies/Gentlemen:
We have reviewed Amendment No. 1 to the Registration Statement on Form
S-3/A, filed on October 20, 2000 (File No. 333-41536) (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), by Cash
Technologies, Inc., a Delaware corporation (the "Company"). The Registration
Statement has been filed for the purpose of registering the securities described
therein for offer and sale under the Act. All capitalized terms not defined
herein have the meanings ascribed to them in the Registration Statement.
This opinion has been rendered with respect to 118,125 shares of common
stock (the "Shares") issuable upon the conversion of outstanding shares of the
Company's Series A Preferred Stock (the "Series A Preferred Stock") (and an
aggregate of 15,000 additional shares underlying warrants which may be issued as
dividends on the Series A Preferred Stock); 59,059 Shares issuable upon the
exercise of outstanding Series A Common Stock Purchase Warrants (the "Series A
Warrants"); 353,895 Shares issuable upon the conversion of outstanding
convertible promissory notes (the "Notes"); 336,200 shares issuable upon the
exercise of outstanding Series B Common Stock Purchase Warrants (the "Series B
Warrants"); 350,001 Shares issuable upon the exercise of common stock purchase
warrants issued in our pre-initial public offering financings (the "Pre-IPO
Warrants"); and 839,970 shares issuable upon the exercise of other outstanding
common stock purchase warrants and options (the "Aggregated Warrants and
Options").
In connection with the opinions rendered herein, we have examined the
Certificate of Incorporation of the Company, its By-Laws, the Certificate of
Designation of Series A Preferred Stock, the Series A Warrants, the Series B
Warrants; the Notes; the Pre-IPO Warrants and the Aggregated Warrants and
Options and such other documents, corporate records and questions of law as we
have deemed necessary solely for the purpose of enabling us to render this
opinion. On the basis of such examination, we are of the opinion that:
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Cash Technologies, Inc.
Page Two
October 19, 2000
1. The Company is a corporation duly organized and validly existing
and in good standing under the laws of Delaware, with corporate power to conduct
the business which it conducts as described in the Registration Statement.
2. The Company has an authorized capitalization of 20,000,000 shares
of Common Stock, par value $.01 per share and 1,000,000 shares of Preferred
Stock, par value $.01 per share.
3. The Shares issuable upon the conversion of the Series A Preferred
Stock have been duly authorized, sold and paid for as described in the
Registration Statement, and are validly issued, fully paid and non-assessable.
4. The Shares issuable upon exercise of the Series A Warrants,
Series B Warrants, Pre-IPO Warrants and Aggregated Warrants and Options have
been duly authorized and when issued, sold and paid for, as described in the
Registration Statement, will be validly issued, fully paid and non-assessable.
5. The Shares issuable upon conversion of the Notes have been duly
authorized and when issued, sold and paid for, as described in the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Goldstein & DiGioia, LLP
GOLDSTEIN & DIGIOIA, LLP
