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 registration of certain shares under the
Company's 1997 Stock Option Plan, pursuant to the Company's registration
statement on Form S-8, 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
