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Law Office of Gregory Bartko
3475 Lenox Road
Suite 400
Atlanta, Georgia 30326
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Phone 404-238-0550
Fax 404-238-0551
Email [email protected]
August 8, 2000
RX Technology Holdings, Inc.
Board of Directors
2264 Seventh Street
Mandeville, Louisiana 70471
Dear Ladies and Gentlemen,
I refer to the Registration Statement on Form SB-2 (Registration No. 333-35508),
as amended (the "Registration Statement") filed by RX Technology Holdings, Inc.,
a Nevada corporation (the "Company"), with the United States Securities and
Exchange Commission under the Securities Act of 1933, relating to the offer by
the Company of 501,493 shares of common stock underlying 501,493 common stock
purchase warrants, $.001 par value per share ("Common Stock," and "Warrants,"
respectively).
As counsel to the Company, I have examined such corporate records, documents and
questions of law as I have deemed necessary or appropriate for the purposes of
this opinion. In such examinations, I have assumed the genuiness of signatures
and the conformity to the originals of the documents supplied to me as copies.
As to various questions of fact material to this opinion, I have relied upon
statements and certificates of officers and representatives of the Company.
Upon the basis of such examination, I am of the opinion that:
(i) the 501,493 shares of Common Stock underlying the Warrants
and offered by the Company under the terms of the Warrants, when sold in
accordance with the terms set forth in the form of Common Stock Purchase Warrant
filed as Exhibit 4.1 to the Registration Statement, have been validly
authorized, will be legally issued, fully paid, and non-assessable;
(ii) the 501,493 Common Stock Purchase Warrants issued by the
Company to stockholders of record as of May 1, 2000, filed as Exhibit 4.1 to the
Registration Statement, have been validly authorized, have been legally issued
and are fully paid.
I hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that I am a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities Act
of 1933.
Sincerely,
/s/ Gregory Bartko, Esq.
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Gregory Bartko, Esq.
GAB/nmn
cc: D. Rex Gay, President
