June 29, 2000
Cadapult Graphic Systems, Inc.
110 Commerce Drive
Allendale, New Jersey 07401
Ladies and Gentlemen:
We have acted as counsel to Cadapult Graphic Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 3,591,500
shares of the Company's common stock, par value $.001 per share (the
"Shares"), pursuant to a Registration Statement on Form SB-2
(the "Registration Statement"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or about the date
of this letter. Such Shares will be sold from time to time by the selling
stockholders named in the Registration Statement (the "Selling
Stockholders").
As counsel for the Company, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as
we have deemed necessary for the purposes of rendering this opinion. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinion, we have relied, to the extent we
deemed appropriate, upon representations, statements and certificates of
officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale by the Selling Stockholders have been duly authorized by
the Company, are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
/s/ Law Offices of Dan Brecher
Law Offices of Dan Brecher
