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EXHIBIT 5.1
June 20, 2000
Dunn Computer Corporation
1306 Squire Court
Sterling, VA 20166
Gentlemen:
We have acted as counsel to Dunn Computer Corporation (the
"Company") in connection with its filing of a registration statement on Form
S-1 (Registration No. 333-36022, the "Registration Statement") covering
4,657,114 shares of common stock $.001 par value (the "Common Stock") to be
sold by selling security holders ("Selling Security Holders").
In our capacity as counsel to the Company, we have examined the
Company's Certificate of Incorporation and By-laws, as amended to date, and the
minutes and other corporate proceedings of the Company.
With respect to factual matters, we have relied upon statements and
certificates of officers of the Company. We have also reviewed such other
matters of law and examined and relied upon such other documents, records and
certificates as we have deemed relevant hereto. In all such examinations we have
assumed conformity with the original documents of all documents submitted to us
as conformed or photostatic copies, the authenticity of all documents submitted
to us as originals and the genuineness of all signatures on all documents
submitted to us.
On the basis of the foregoing, we are of the opinion that:
The shares of Common Stock covered by this Registration Statement have
been validly authorized and will when sold as contemplated by the Registration
Statement, be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting the Registration Statement.
Very truly yours,
/s/ GSK
Gersten, Savage & Kaplowitz, LLP
