EXHIBIT 5.1
J. GARRY McALLISTER
405 E. 12450 So.
Draper, Utah 84020
(801) 572-6610
FAX: (801) 572-2480
July 28, 2000
Board of Directors
Air Packaging Technologies, Inc
25620 Rye Canyon Road
Valencia, CA 91355
RE: Opinion of Counsel
Dear Sirs:
We have acted as counsel for Air Packaging Technologies, Inc., a
Delaware corporation (the "Company"), and certain of its selling shareholders
(the "Shareholders"),in connection with the execution, conversion or proposed
conversion and related delivery of Common Stock, by the Company pursuant to
certain Debentures. The subject transaction is contained and more fully
described in Registration Statement No. 333-90953 on Form S-1. The Company has
requested that said Registration become effective as of August 4, 2000 (the
"Registration Statement") and such date, or such other date as may be assigned,
being referred to as the "effective date" under the Securities Act of 1933, as
amended (the "Act").
In connection with this matter, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the following:
(a) Articles of Incorporation of the Company, as amended to date; (b) By-laws of
the Company, as amended to date; (c) Certificates from the Secretary of State of
the State of Delaware, dated as of a recent date, stating that the Company is
duly incorporated and in good standing in the State of Delaware; (d) Resolutions
of the Board of Directors of the Company authorizing the issuance of the
Debentures containing the conversion feature, and various other matters relating
to the issuance of the Debentures and the related conversion and sale of the
Shares; and (e) The Registration Statement and all exhibits thereto.
In addition to the foregoing, we have also relied as to matters of fact
upon the representations made by the Company in discussions with management.
Based upon and in reliance upon the foregoing, and after examination of such
corporate and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is our
opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation and has full corporate power and authority to own its properties
and conduct its business as described in the Registration Statement;
2. The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $0.01, of which 10,758,358 shares were outstanding as of
June 15, 2000, and of these shares 3,137,943 shares were received upon
conversion of the $1,500,000 of 7% Senior Convertible debentures due 2003.
Proper corporate proceedings have been taken to validly authorize the issuance
of the Company's capital stock; all the outstanding shares of such capital stock
and that which was issued upon conversion of the Debentures have been duly and
validly issued and are fully paid and nonassessable; the shareholders of the
Company have no preemptive rights with respect to the Common Stock of the
Company;
3. Request has been made to make the Registration Statement effective under the
Act and, to the best of our knowledge, no stop order suspending the
effectiveness of the Registration Statement or suspending or preventing the use
of the Prospectus is in effect and no proceedings for that purpose have been
instituted or are pending or contemplated by the Securities and Exchange
Commission;
4. The Registration Statement and the Prospectus (except as to the financial
statements contained therein, as to which we express no opinion) comply as to
form in all material respects with the requirements of the Act and with the
rules and regulations of the Securities and Exchange Commission thereunder;
5. On the basis of information developed and made available to us, the accuracy
or completeness of which has not been independently verified by us, we have no
reason to believe that the Registration Statement or the Prospectus (except as
to the financial statements contained therein, as to which we express no
opinion) contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading.
6. The information required to be set forth in the Registration Statement in
answer to Items 9, 10 and 11 (c) (insofar as it relates to us) of Form S-1 is,
to the best of our knowledge, accurately and adequately set forth therein in all
material respects or no response is required with respect to such items, and, to
the best of our knowledge, the description of the Company's stock option plans
and agreements and the options granted and which may be granted thereunder set
forth in the Prospectus accurately and fairly represents the information
required to be shown with respect to said plans, agreements, and options by the
Act and the rules and regulations of the Securities and Exchange Commission
thereunder;
7. The terms and provisions of the capital stock of the Company conform to the
description thereof contained in the Registration Statement and Prospectus, and
the statements in the Prospectus in the first paragraph under the caption
"Description of Capital Stock of the Company" have been reviewed by us and
insofar as such statements constitute a summary of the law or documents referred
to therein, are correct in all material respects, and the forms of certificates
evidencing the Common Stock comply with applicable law;
8. The descriptions in the Registration Statement and Prospectus of material
contracts and other material documents are fair and accurate in all material
respects; and we do not know of any franchises, contracts, leases, licenses,
documents, statutes or legal proceedings, pending or threatened, which in our
opinion are of a character required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement, which are not described and filed as required;
9. To the best of our knowledge and belief after due inquiry, there are no
holders of Common Stock or other securities of the Company having registration
rights with respect to such securities on account of the filing of the
Registration Statement who have not effectively waived such rights; and
10. No consent, approval, authorization, or order of any court or governmental
agency or body is required for the consummation by the Company of the
transactions on its part contemplated by the Debentures, except such as have
been obtained under the Act and such as may be required under state or other
securities or blue sky laws in connection with the conversion of the Debentures
and the subsequent sale of the Common Stock. In addition, we have participated
in conferences with representatives of the Company at which the contents of the
Registration Statement and Prospectus and related matters were discussed.
Although we have not verified the accuracy or completeness of the statements
contained in the Registration Statement or the Prospectus (other than the
caption "Description of Capital Stock"), we advise you that on the basis of
foregoing, we have no reason to believe that either the Registration Statement
or the Prospectus, as of the effective date, contained any untrue statements of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading (except in
each such case for the financial statements or other financial data contained in
the Registration Statement or Prospectus as to which we are not called upon to
and do not express any opinion).
This letter is furnished to you as Representative of the Issuer, and is solely
for the benefit of the the Issuer and its management. In addition, I hereby
consent to the inclusion of this letter in Amendment 3 to the S-1 Registration
Statement originally filed on November 17, 1999 and to the reference to me under
the caption "Legal Matters" in the prospectus.
Sincerely,
/s/ J. Garry McAllister
