Exhibit 5 - Opinion of Overton, Babiarz & Associates, P.C. regarding
the legality of the securities registered hereunder
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OVERTON, BABIARZ & ASSOCIATES, P.C.
ATTORNEYS AT LAW
DENVER TECH CENTER
7720 EAST BELLEVIEW AVENUE, SUITE 200
ENGLEWOOD, COLORADO 80111
(303) 779-5900
Facsimile (303) 779-6006
DAVID J. BABIARZ
October 30, 2000
Pipeline Technologies, Inc.
1001 Kings Avenue, Suite 200
Jacksonville, Florida 32207
Re: Registration Statement on Form S-8 (SEC File No. 33-77951)
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Covering Public Offering of 1,000,000 Shares of Common Stock
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Gentlemen:
We have acted as counsel to Pipeline Technologies, Inc., a Colorado
corporation (the "Company"), in connection with the registration by the Company
of aggregate of 1,000,000 shares of Common Stock, par value $.001 per share,
reserved for issuance under the Company's Non-Qualified Stock Option and Stock
Grant Plan (the "Plan"), all as more fully set forth in the Post Effective
Amendment to the Registration Statement on Form S-8 to be filed by the Company
on October 30, 2000.
In such capacity, we have examined, among other documents, the Articles of
Incorporation, as amended, Bylaws and minutes of meetings of its Board of
Directors and shareholders and the Plan.
Based on the foregoing, and subject to such further examinations as we have
deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Colorado.
2. The Common Shares have been duly authorized under the Articles of
Incorporation, as amended, of the Company and the Common Shares to be
issued under the Plan, when issued under the Plan, will be duly and
validly issued, full paid and nonassessable.
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Pipeline Technologies, Inc.
October 30, 2000
Page 2
We hereby consent to the use of our name and to the references to Overton,
Babiarz & Associates, P.C. beneath the caption "Opinion of Counsel" in the
Prospectus forming a part of the Registration Statement and to the filing of a
copy of this opinion as Exhibit No. 5 thereto.
Sincerely,
OVERTON, BABIARZ & ASSOCIATES, P.C.
/s/ David J. Babiarz
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