EXHIBIT 5
KILPATRICK STOCKTON LLP Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Web site: www.kilstock.com
December 20, 2000 E-mail: [email protected]
Access Power, Inc.
10033 Sawgrass Drive West, Suite 1000
Pointe Vedra, Florida 32082
Re: Access Power, Inc.
Registration Statement on Form SB-2, Commission File Number
333-51836
Gentlemen:
At your request, we have examined the Registration Statement on Form
SB-2 filed by Access Power, Inc., a Florida corporation (the "Company"), with
the Securities and Exchange Commission with respect to the registration of
44,955,679 shares of common stock, $0.001 par value per share, of the Company
(the "Common Stock") and 1,000,000 warrants to purchase the Common Stock to be
resold by certain of the Company's shareholders to the public.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials and officers of
the Company, and other instruments related to the authorization and issuance of
the Common Stock as we deemed relevant or necessary for the opinions expressed
herein. Based upon the foregoing, it is our opinion that the shares of Common
Stock to be resold by certain shareholders of the Company to the public will be,
upon sale and delivery in the manner and under the terms and conditions
described in the Registration Statement, validly issued, non-assessable, and
fully paid.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the "Legal
Matters" section of the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Very truly yours,
KILPATRICK STOCKTON LLP
By: /s/ Jan M. Davidson
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Jan M. Davidson
Partner
