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EXHIBIT 5.1
[LETTERHEAD OF MESSERLI & KRAMER P.A.]
July 26, 2000
Virtual Technology Corporation
6690 Shady Oak Road
Eden Prairie, Minnesota 55344
Re: Virtual Technology Corporation - Issuance of Securities
Our File No.: 11041-1
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Virtual Technology Corporation (the "Company") of
the Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the sale of 1,000,000 shares of the
Company's common stock (the "Common Stock") that will be issued to Jeffrey C.
Robbins pursuant to a legal services consulting plan (the "Legal Consulting Plan
I"), 100,000 shares of Common Stock that will be issued to Steve Goodman
pursuant to a second legal services consulting plan (the "Legal Consulting Plan
II"), 500,000 shares that will be issued to David Rowe pursuant to a technology
services consulting plan (the "Technology Consulting Plan") and 150,000 shares
that will be issued to Don Poluha pursuant to an accounting service consulting
plan (the "Poluha Plan"). The Legal Consulting Plan I, Legal Consulting Plan II,
Technology Consulting Plan and Poluha Plan are together referred to below as the
"Plans."
In connection with this opinion, we have examined the Registration
Statement and such other documents, records, certificates, memoranda, and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof
and execution and delivery of all documents, where execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when issued in accordance with the respective
Plans and the Registration Statement will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Messerli & Kramer, P.A.
