Exhibit 5
STEPP & BEAUCHAMP LLP
November 17, 2000
Luna Medical Technologies, Inc.
201-2001 McCallum Road
Abbotsford, British Columbia V2S 3N4
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Luna Medical Technologies, Inc., a Nevada
corporation (the "Company"), and in such capacity have examined the form of
Registration Statement on Form S-8 ("Registration Statement") to be filed with
the Securities and Exchange Commission ("Commission") by the Company in
connection with the registration pursuant to the Securities Act of 1933, as
amended ("Act"), of 500,000 shares of common stock, $.001 par value per share,
to be issued by the Company (the "Shares"). The Shares shall be issued pursuant
to the terms and conditions of the Agreement of Employment with Dr. James
Swanney ("Agreement") attached as an exhibit to the Registration Statement.
In rendering the following opinion, we have examined and relied upon only the
following documents described below. In our examination, we have assumed (i) the
genuineness of all signatures; (ii) the authenticity, accuracy and completeness
of the documents submitted to us as originals; and (iii) conformity with the
original documents of all documents submitted to us as copies. Our examination
was limited to the following documents and no others:
1. The Articles of Incorporation of the Company;
2. The Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing entry into the Agreement; and
4. The Registration Statement.
We have not undertaken, and shall not undertake, any independent investigation
beyond such documents, or to verify the adequacy or accuracy of such documents.
Based upon the foregoing, and relying solely thereon, and assuming that the
Shares will be issued on the terms and subject to the conditions of the
Registration Statement and the Agreement, it is our opinion that the Shares,
when issued, subject to the effectiveness of the Registration Statement and
compliance with applicable securities and other laws of any province or other
jurisdiction in which the Shares will be offered and sold, will be duly
authorized, validly issued and non-assessable.
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We express no opinion as to compliance with the securities laws or other laws in
any foreign jurisdiction in which the Shares are proposed to be offered and sold
and as to the effect, if any, which non-compliance with such laws might have on
the validity of issuance of the Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit, and, in fact, we
hereby deny, that we are in the category of persons whose consent is required
pursuant to Section 7 of the Act or the rules and regulations of the Commission
pursuant thereto.
Other than as provided herein, this opinion (i) is addressed solely to you, (ii)
may not be relied upon by any other party, (iii) relates only to matters of
United States federal securities law and nothing in this opinion shall be deemed
to imply any opinion related to the laws of any other jurisdiction, (iv) may not
be quoted or reproduced or delivered by you to any other person, and (v) may not
be relied upon for any other purpose whatsoever. Nothing in this opinion shall
be deemed to relate to or constitute an opinion concerning any matters not
specifically set forth above.
The Company is hereby advised, urged and encouraged to retain securities counsel
in each jurisdiction outside the United States in which the Shares may be
offered and sold regarding compliance with the securities laws of such
jurisdiction.
This opinion is as of the date of this letter.
Sincerely,
STEPP & BEAUCHAMP LLP
/s/ Thomas E. Stepp, Jr.
By: Thomas E. Stepp, Jr.
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