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EXHIBIT 5
PARSONS LAW FIRM
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
(425) 451-8036
(425) 451-8568 (fax)
August 29, 2000
Board of Directors
Rapid Retrieval Systems, Inc.
1795 Saundersville Ferry Road
Mt. Juliet, TN 37122
Dear Gentlemen:
In my capacity as counsel for Rapid Retrieval Systems, Inc. (the
"Company"), I have participated in the corporate proceedings relative to the
authorization and issuance by the Company of a maximum of 400,000 shares of
common stock pursuant to the Consulting Agreements as set out and described in
the Company's Registration Statement on Form S-8 (File No. 333-74231) under the
Securities Act of 1933 (the "Registration Statement"). I have also
participated in the preparation and filing of the Registration Statement.
Based upon the foregoing and upon my examination of originals (or
copies certified to our satisfaction) of such corporate records of the Company
and other documents as I have deemed necessary as a basis for the opinions
hereinafter expressed, and assuming the accuracy and completeness of all
information supplied me by the Company, having regard for the legal
considerations which I deem relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Nevada;
(2) The Company has taken all requisite corporate action and all action
required by the laws of the State of Nevada with respect to the authorization,
issuance and sale of common stock to be issued pursuant to the Registration
Statement;
(3) The maximum of 400,000 shares of common stock, when issued and
distributed pursuant to the Registration Statement, will be validly issued,
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to my firm in the Registration
Statement.
Yours very truly,
PARSONS LAW FIRM
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