June 12, 2000
Statesec Incorporated
105 Carpenter Drive, Suite C
Sterling, Virginia 20164
Ladies and Gentlemen:
We have acted as counsel for Stratesec Incorporated, a Delaware corporation (the
"Company"), in connection with the sale by certain of its stockholders, pursuant
to the Company's registration statement on Form S-3, of the securities being
registered thereby (the "Securities"). Based upon our examination of such
corporate records and other documents and such questions of law as we have
deemed necessary and appropriate, we are of the opinion that the Securities have
been duly authorized and are validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Dyer Ellis & Joseph PC
