August 7, 2000
Board of Directors
Elast Technologies, Inc.
2505 Rancho Bel Air,
Las Vegas, NV 89107
Gentlemen;
We have acted as securities counsel for Elast Technologies, Inc.
("Elast Technologies" or the "Company"). You have asked us to
render this opinion to Elast Technologies, Inc..
You have advised that:
1. Elast Technologies is current in its reporting
responsibilities to the Securities and Exchange Commission as
mandated by the Securities Exchange Act of 1934, as amended
2. Edward T. Whelan and Edward Meyer, Jr. have acted and will
continue to act as consultants to the Company.
3. In their capacities as consultants, the above-named
individuals have provided bona-fide services to the Company which
are not in relation to the offer or sale of securities in a
capital-raising transaction, and which did not either directly or
indirectly promote or maintain a market for Elast Technologies,
Inc.'s securities.
4. Elast Technologies has agreed to issue its common stock to
the above-named individuals as compensation for their services on
behalf of Elast Technologies.
5. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of Elast Technologies. These shares shall be registered pursuant
to a Registration Statement on Form S-8 and may be issued without
restrictive legend.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that Elast Technologies may avail itself of a
Registration Statement on Form S-8, and is qualified to do so. It
is our further opinion that the above-named individuals are
proper persons qualified to receive shares which are registered
in a Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.
