August 18, 2000
Lexon Inc.
8908 S. Yale Ave., Suite 409
Tulsa, OK 74117
Ladies and Gentlemen:
You have requested my opinion with respect to certain matters in
connection with the filing by Lexon Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities
Exchange Commission covering the offering of (i) up to 1,250,000 shares of the
Company's Common Stock, $0.001 par value (the "Incentive Plan Shares"), issuable
in connection with the 1998 Lexon, Inc. Incentive Stock Option Plan ("the
"Incentive Option Plan") and (ii) up to 450,000 shares of the Company's Common
Stock, $0.001 par value (the "Individual Shares Outside of a Plan"") issuable in
connection with Stock Grants outside of a plan to Dean Guise (the "Guise Stock
Grant") and Doug Glausen ("the Glausen Stock Grant").
In connection with this opinion I have examined the Registration
Statement and related Prospectus, 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 Incentive Plan Shares, when sold and issued in accordance with
the Incentive Option Plan, the Registration Statement and related Prospectus,
will be validly issued, fully paid and nonassessable. In addition, on the basis
of the foregoing paragraphs, and in reliance thereon, I am of the opinion that
the Individual Shares Outside of a Plan, when sold and issued in accordance with
the Guise Stock Grant, the Glaussen Stock Grant, the Registration Statement and
related Prospectus, will be validly issued, fully paid and nonassessable.
<PAGE>
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.
Very Truly Yours,
/s/ Ronald C. Kaufman
Ronald C. Kaufman
