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EXHIBIT 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1478
FAX (509) 747-1770
August 30, 2000
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: Exhaust Technologies, Inc.
Gentlemen:
Please be advised that, I have reached the following
conclusions regarding the above offering:
1. Exhaust Technologies, Inc. (the "Company") is a duly and
legally organized and exiting Washington state corporation, with
its registered office located in Spokane, Washington and its
principal place of business located in Spokane, Washington. The
Articles of Incorporation and corporate registration fees were
submitted to the Washington Secretary of State's office and filed
with the office in July 21, 1998. The Company's existence and
form is valid and legal pursuant to the representation above.
2. The Company is a fully and duly incorporated Washington
corporate entity. The Company has one class of Common Stock at
this time. Neither the Articles of Incorporation, Bylaws, and
amendments thereto, nor subsequent resolutions change the
non-assessable characteristics of the Company's common shares of
stock. The Common Stock previously issued by the Company is in
legal form and in compliance with the laws of the State of
Washington, and when such stock was issued it was fully paid for
and non-assessable. The units, consisting of common stock,
warrants, and shares underlying the warrants; and, the additional
warrants and shares underlying the additional warrants to be sold
under this Form SB-2 Registration Statement are likewise legal
under the laws of the State of Washington.
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Securities and Exchange Commission
RE: Exhaust Technologies, Inc.
August 30, 2000
Page 2
3. To my knowledge, the Company is not a party to any legal
proceedings nor are there any judgments against the Company, nor
are there any actions or suits filed or threatened against it or
its officers and directors, in their capacities as such, other
than as set forth in the registration statement. I know of no
disputes involving the Company and the Company has no claim,
actions or inquires from any federal, state or other government
agency, other than as set forth in the registration statement. I
know of no claims against the Company or any reputed claims
against it at this time, other than as set forth in the
registration statement.
4. The Company's outstanding shares are all common shares.
There are no liquidation preference rights held by any of the
Shareholders upon voluntary or involuntary liquidation of the
Company.
5. The directors and officers of the Company are
indemnified against all costs, expenses, judgments and
liabilities, including attorney's fees, reasonably incurred by or
imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, civil or general, in which
the officer or director is or may be made a party by reason of
his being or having been such a director or officer. This
indemnification is not exclusive of other rights to which such
director or officer may be entitled as a matter of law.
6. All tax benefits to be derived from the Company's
operations shall inure to the benefit of the Company.
Shareholders will receive no tax benefits from their stock
ownership, however, this must be reviewed in light of the Tax
Reform Act of 1986.
7. By director's resolution, the Company has authorized the
issuance of up to 1,000,000 units each consisting of one share of
common stock and one redeemable warrant. Further, the Company
has authorized the issuance of 1,000,000 shares upon the exercise
of the redeemable warrants which are components of the unit.
Further, the Company has authorized the issuance of 1,000,000
additional redeemable warrants and 1,000,000 shares of common
stock upon the exercise of the additional redeemable warrants.
Further, the Company has authorized the issuance of up to 100,000
underwriter warrants, each consisting of one unit described above
to be sold through a public offering. The Company has authorized
the issuance of the warrants and shares comprising the
underwriter warrants.
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Securities and Exchange Commission
RE: Exhaust Technologies, Inc.
August 30, 2000
Page 3
The Company's Articles of Incorporation presently provide
the authority to the Company to issue 100,000,000 shares of
Common Stock, $0.00001 par value. Therefore, a Board of
Directors' Resolution which authorized the issuance for sale of
up to 1,000,000 units each consisting of one share of Common
Stock, one redeemable warrant, and one share underlying each
redeemable warrant; the issuance of up to 1,000,000 additional
shares upon the exercise of the 1,000,000 additional warrants;
and, the issuance of up to 100,000 underwriter units each
consisting of one unit as described, above would be within the
authority of the Company's directors and would result in the
legal issuance of said securities.
Yours truly,
/s/ Conrad C. Lysiak
CONRAD C. LYSIAK
