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EXHIBIT 5.1
[LETTERHEAD OF ATLAS PEARLMAN, P.A.]
October 2, 2000
Board of Directors
ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460
Re: ConMat Technologies, Inc.
Registration Statement on Form S-8;
Equity Compensation Plan
Gentlemen:
We have acted as special counsel to ConMat Technologies, Inc. (the
"Company") in connection with the proposed registration and the resale of shares
(the "Shares") of the Company's common stock, par value $.001 per share (the
"Common Stock"), on a registration statement on Form S-8 filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended. The shares may be sold pursuant to the above registration
statement and the Company's 2000 Equity Compensation Plan (the "Plan"). This
registration statement, as it may be amended or supplemented from time to time,
including all exhibits thereto, is referred to hereinafter as the "Registration
Statement."
The Shares consist of up to 750,000 shares of Common Stock (i) issuable
as restricted stock grants under the Plan (the "Grant Shares") and (ii) issuable
upon exercise of incentive or non-qualified stock options under the Plan (the
"Option Shares").
In this regard, we have examined: (i) the Company's Articles of
Incorporation and Bylaws, each as amended and as presently in effect; (ii) the
Registration Statement; and (iii) the Plan and related exhibits (iv) such
officers' certificates, resolutions, minutes, corporate records and other
documents as we have deemed necessary or appropriate for purposes of rendering
the opinion expressed herein.
In rendering such opinion, we have assumed the authenticity of all
documents and records examined, the conformity with the original documents of
all documents submitted to us as copies and the genuineness of all signatures.
The opinion expressed herein is based solely upon our review of the
documents and other
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Board of Directors
ConMat Technologies, Inc.
October 2, 2000
Page 2
materials expressly referred to above. We have not reviewed any other documents
in rendering such opinion. Such opinion is therefore qualified by the scope of
that document examination.
Based upon and subject to the foregoing, and on such other examinations
of law and fact as we have deemed necessary or appropriate in connection
herewith, we are of the opinion that, the Grant Shares and the Option Shares,
when issued upon grant or when issued upon exercise of the options all in
accordance with the terms of the Plan, will be, duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock.
This opinion is limited to the law of the State of Florida and the
federal securities laws of the United States. Except as expressly otherwise
noted herein, this opinion is given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not hereby admit that we
fall within the category of persons whose consent is required pursuant to
Section 7 of the Securities Act.
Very truly yours,
ATLAS PEARLMAN, P.A.
JMS/bb
