OPINION OF GFRHH
Exhibit 5.01
LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
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Telex 908041 BAL
Fax 410-576-4246
December 18, 2000
View Systems, Inc.
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
Re: View Systems, Inc. Registration Statement on Form S-8
for the Consulting Agreements and the Employment Agreement
of View Systems, Inc.
Ladies and Gentlemen:
We have acted as special counsel to View Systems, Inc. (the "Company"), in
connection with the issuance by the Company of 726,000 shares of common stock,
par value $.001 per share (the "Shares"), under the Company's Consulting
Agreements and 100,000 Shares under the Company's Employment Agreement
(collectively referred to herein as the "Agreements") pursuant to the
above-referenced Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), filed on this date by
the Company with the Securities and Exchange Commission (the "Commission").
We have examined copies of (i) the Certificate of Incorporation of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, (iii) the
Agreements, and (iv) resolutions adopted by the Board of Directors of the
Company relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent therewith, that all Documents
submitted to us as originals are authentic, all documents submitted to us as
certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.
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Based on the foregoing, it is our opinion that the Shares will be duly
and validly issued, fully paid and nonassessable.
This opinion is being furnished to you for your benefit, and may not be
relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
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GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
