J. Garry McAllister
405 E. 12450 So., Suite A
Draper, Utah 84020
(801) 572-6610
Fax (801) 572-2480
November 14, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel to Air Packaging Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company of its Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended,
pertaining to the offering and sale from time to time by and for of the account
of the Selling Stockholders named therein of up to 1,151,928 shares (the
"Shares") of the Company's common stock, par value $.01 per share ("Common
Stock"), including 2,500,000 shares issuable upon te conversion of the Company's
8.75% Convertible Debentures (the "Debenture shares") and 2,950,000 shares
issuable upon the exercise of Warrants (the "Warrant Shares").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation and Bylaws, and such other corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Shares have been duly authorized, the
2,500,000 Debenture Shares, when issued and delivered pursuant to and in
accordance with the terms and conditions of such Debentures, and the 2,950,000
Warrant Shares, when issued and delivered pursuant to and in accordance with the
terms and conditions of such Warrants, will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. We hereby consent to the
filing of this opinion letter as an exhibit to the Registration Statement and to
the reference to our Firm under the caption "Legal Matters" in the Prospectus
contained therein.
Very truly yours,
S/ J. Garry McAllister
J. Garry McAllister
