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Exhibit 5
[James, Driggs, Walch, Santoro, Kearney, Johnson & Thompson Letterhead]
September 7, 2000
TITAN MOTORCYCLE CO. OF AMERICA
2222 West Peoria Avenue
Phoenix, Arizona 85029
Re: Issuance of Common Stock
Gentlemen:
We have acted as special Nevada counsel to Titan Motorcycle Co. of
America, a Nevada corporation (the "Company"), in connection with its
Registration Statement on Form S-3 (the "Registration Statement") filed under
the Securities Act of 1933, as amended (the "1933 Act"), relating to the
registration of, and covering the resale of the 8,805,910 shares of Common Stock
issuable upon conversion of $750,000 of 12% Convertible Debentures (the
"Debentures") and exercise of warrants (the "Warrants") issued in connection
with the Debentures (the "Shares"), such Debentures and Warrants having been
issued to Esquire Trade & Finance, Inc., and Celeste Trust Reg. pursuant to that
certain Securities Purchase Agreement, dated as of August 14, 2000, by and
between the holders and the Company (the "Agreement").
In rendering the opinions set forth herein, we have limited our factual
inquiry to (i) reliance on a certificate of the Secretary of the Company, (ii)
reliance on the facts and representations contained in the Registration
Statement, including, without limitation, those relating to the number of the
Company's Common Shares, without par value, which are authorized, issued or
reserved for issuance upon conversion or exercise of preferred shares,
debentures, warrants and options, and (iii) such documents, corporate records
and other instruments as we have deemed necessary or appropriate as a basis for
the opinions expressed below, including, without limitation, a certificate
issued by the Secretary of State of the State of Nevada dated September 7, 2000,
attesting to the corporate existence of the Company in the State of Nevada, and
verification with such Secretary of State with respect to the Company's
continued valid existence as of the date hereof.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies. In
rendering the opinion expressed below, we have assumed that the Shares (i) will
conform in all material respects to the description thereof set forth in the
Registration Statement, (ii) were issued and delivered in accordance with the
terms of the Agreement, and (iii) were issued pursuant to an
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TITAN MOTORCYCLE CO. OF AMERICA
September 7, 2000
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exemption from the registration requirements of the 1933 Act pursuant to Section
4(2) of the 1933 Act.
Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that the Shares to be issued upon the conversion
of the Debentures and exercise of the Warrants will be validly issued, fully
paid, and nonassessable.
The foregoing opinion is limited to the current internal laws of the
State of Nevada (without giving effect to any conflict of law principles
thereof), and we have not considered, and express no opinion on, the laws of any
other jurisdiction. This opinion is based on the laws in effect and facts in
existence on the date of this letter, and we assume no obligation to revise or
supplement this letter should the law or facts, or both, change.
This opinion is intended solely for the use by the Company in
connection with the registration of the Shares. It may not be relied upon by any
other person or for any other purpose, or reproduced or filed publicly by any
person, without the written consent of James, Driggs, Walch, Santoro, Kearney,
Johnson & Thompson; provided, however, that we hereby consent to the filing of
this opinion as Exhibit 5 to the Registration Statement and to the references to
James, Driggs, Walch, Santoro, Kearney, Johnson & Thompson contained in the
Registration Statement.
Very truly yours,
JAMES, DRIGGS, WALCH, SANTORO,
KEARNEY, JOHNSON & THOMPSON
/s/ J. Douglas Driggs, Jr.
