October 02, 2000
Lexon Inc.
8908 S. Yale Ave., Suite 409
Tulsa, OK 74117
Ladies and Gentlemen:
I am counsel for Lexon, Inc., an Oklahoma Corporation (the "Company")
in connection with the preparation of the Registration Statement Form SB-2 (the
"Registration Statement") as to which this opinion is a part, filed with the
Securities and Exchange Commission (the "Commission") on October 2, 2000 for the
resale of up to 1,900,000 shares of common stock, $.01 par value, of the Company
by selling shareholders (the "Shares").
In connection with this opinion I have examined the Registration
Statement and exhibits, including Morgan Phillips Investor Relations Agreement,
the Congleton Consulting Agreement, the Lindsay Consulting Agreement and the
Goodbody International Consulting Agreement. The Company's Article of
Incorporation and By-Laws, and such other documents, records certificates,
memoranda and other instruments I have deemed necessary as a basis for this
opinion. I have relied upon the accuracy of the factual information provided to
me by the Company and upon the accuracy of the representations and undertakings
set forth in the Registration Statement. I have assumed the genuineness and
authenticity of all documents submitted to me as originals, and the due
execution and delivery of all documents, where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the
opinion that the securities registered will, when sold, will be validly issued,
fully paid and nonassessable.
I am furnishing this opinion letter to you solely for your benefit in
connection with the registration statement referenced herein. I disclaim any
obligation to update this opinion letter for changes of fact, law or otherwise.
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. In giving this consent, I do not thereby concede
that I am within the category of persons whose consent is required under the
Securities Act of 1933 as amended, or the Rules and Regulations thereunder.
SB-2 Sequential Page Number 75 of 77
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Very Truly Yours,
Ronald C. Kaufman
SB-2 Sequential Page Number 76 of 77
