DURHAM JONES & PINEGAR, P.C.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
December 4, 2000
Volu-Sol, Inc.
5095 West 2100 South
Salt Lake City, Utah 84120
Re: Registration Statement on Form S-8 of Volu-Sol, Inc. (the
"Registration Statement")
Dear Sirs:
We have acted as counsel for Volu-Sol, Inc., a Utah corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of up to 975,000 shares of the
Company's Common Stock, par value $.0001 per share, which may be issued to
directors, officers, employee or key consultants of the Company pursuant to the
terms of written compensation agreements (the "Compensation Agreements") with
Company directors, officers, employees or consultants. The aggregate of 950,000
shares to be registered under the Act are referred to herein as the "Shares."
In connection with the foregoing, we have examined originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company and other instruments and documents as we have deemed
necessary as a basis for the opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon, it is our opinion that
the Shares described in the above-referenced Registration Statement, when issued
pursuant to the terms of the Registration Statement, and the Plan or
Compensation Agreements, as applicable, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
prospectus to be delivered thereunder. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
DURHAM JONES & PINEGAR PC
/s/ DURHAM JONES & PINEGAR PC
