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EXHIBIT 5
STEPHEN A. ZRENDA, JR., P.C.
Telephone ATTORNEY AND COUNSELOR AT LAW Telecopy
(405) 235-2111 2100 BANK ONE CENTER (405) 235-2157
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA 73102-8601
November 13, 2000
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106
Dear Sirs:
We have acted as special counsel to Power Technology, Inc. (the
"Company") to render a legal opinion regarding its Form S-1 Registration
Statement to be filed with the Securities and Exchange Commission concerning its
plan to publicly issue its Common Stock, $.001 par value.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, instruments and documents of the Company, certificates of
public officials and of officers of the Company, and such other certificates,
documents and records, and have made such other investigations, as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. As to questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon such certificates
of public officials and of such officers, such other certificates, documents and
records, and upon the representations of such parties. In addition, we have
assumed: (i) the genuineness of all signatures on all documents seen or reviewed
by us, (ii) the authenticity of documents submitted to us as originals, and
(iii) the conformity with the original and certified copies of all documents
submitted to us as copies and the authenticity of the originals thereof. We
have also examined such matters of law and such additional matters of fact as
we consider necessary or appropriate in connection with the opinions
hereinafter expressed.
Based on and subject to the foregoing, it is our opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada; and
2. Assuming the accuracy of the documents, representations and
warranties of the Company, the public offer, issuance and sale of the Common
Stock of the Company will have been duly authorized and validly issued and
will be fully paid and nonassessable.
The opinions expressed herein are solely for your benefit in
connection with the Form S-1 Registration Statement of the Company and may
not be relied upon in any manner or for any purpose by any other person or
entity without the prior written consent of this firm.
Very truly yours,
STEPHEN A. ZRENDA, JR., P.C.
By: /s/ Stephen A. Zrenda, Jr., Esq.
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Stephen A. Zrenda, Jr., Esq.
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