GORSUCH KIRGIS LLP
Attorneys at Law
Tower I, Suite 1000 1515 Arapahoe Street Denver, Colorado 80202
Telephone (303) 376-5000 Facsimile (303) 376-5001
June 2, 2000
Cavion Technologies, Inc.
6446 South Kenton Street
Englewood, Colorado 80111
Re: Cavion Technologies, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to Cavion Technologies, Inc., a Colorado corporation
(the "Company"), in connection with the preparation of a registration
statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement"), relating to the proposed
offering by the Company of up to 245,000 additional shares of Class A
Common Stock pursuant to the Company's Equity Incentive Plan (the "Plan").
In this connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
certificates and written or oral statements of officers, legal counsel and
accountants of the Company and of public officials, and other documents
that we have considered necessary and appropriate, and, based thereon, we
advise you that in our opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado.
2. The shares offered by the Company, when issued pursuant to and
in accordance with the Plan will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
GORSUCH KIRGIS LLP
/s/Gorsuch Kirgis LLP
