EXHIBIT 5.1
GLAST, PHILLIPS & MURRAY
A PROFESSIONAL CORPORATION
2200 ONE GALLERIA TOWER
ATTORNEYS AND COUNSELORS 13355 NOEL ROAD, L.B. 48
RONALD L. BROWN, P.C. DALLAS, TEXAS 75240-6657
DIRECT DIAL NUMBER: TELEPHONE: (972) 419-8300
(972) 419-8302 FAX: (972) 419-8329
e-mail: [email protected]
November 29, 2000
Greenbriar Corporation
4265 Kellway Circle
Addison, Texas 75244
Re: Form S-8 Registration Statement relating to the registration
of 500,000 shares of common stock, $0.01 par value of
Greenbriar Corporation pursuant to the 2000 Stock Option Plan.
Gentlemen:
We are acting as counsel for Greenbriar Corporation, a Nevada
corporation (the "Company"), in connection with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form S-8
filed with the Securities and Exchange Commission ("SEC") (the "Registration
Statement"), covering an aggregate of 500,000 shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock"), of the Company which will
be issued pursuant to the 2000 Stock Option Plan.
In that connection, we have examined the Form S-8 Registration
Statement in the form to be filed with the SEC. We have also examined and are
familiar with the originals or authenticated copies of all corporate or other
documents, records and instruments that we have deemed necessary or appropriate
to enable us to render the opinion expressed below.
We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by us were competent to execute and deliver such
documents. In addition, we have assumed that the Shares will not be issued for
consideration equal to less than the par value thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the Nevada Revised Statutes.
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Based on the foregoing and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, or any
portion thereof, when issued as described in the Registration Statement, will be
validly issued by the Company, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the United
States of America and the general corporation laws of the State of Nevada.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
GLAST, PHILLIPS & MURRAY, P.C.
/s/ Glast, Phillips & Murray
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