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214-999-4607
EXHIBIT 5.1
September 7, 2000
Micro-ASI, Inc.
12655 N. Central Expressway
Suite 1000
Dallas, Texas 75231
Gentlemen:
We have acted as counsel to Micro-ASI, Inc., a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), on Form S-8 (the "Registration
Statement") of an aggregate of 13,875,000 shares of Common Stock, $0.001 par
value ("Common Stock"), of the Company, of which (i) 10,000,000 are authorized
for issuance under the Micro-ASI, Inc. 1999 Stock Option Plan (the "Option
Plan"), (ii) 500,000 are authorized for issuance under the Micro-ASI, Inc.
Employee Stock Purchase Plan (the "Purchase Plan") and (iii) 3,375,000 are
authorized for issuance pursuant to option and warrant agreements between the
Company and several employees and consultants (the "Other Options") (the Option
Plan, Purchase Plan and Other Options are collectively referred to herein as the
"Company Plans").
We have assisted the Company in the preparation of, and are familiar with,
the Registration Statement of the Company to be filed with the Securities and
Exchange Commission on September 8, 2000 for the Registration under the
Securities Act of the 13,875,000 shares of Common Stock covered by the Company
Plans.
With respect to the foregoing, we have examined and have relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, documents, orders, certificates and other instruments as
in our judgment are necessary or appropriate to enable us to render the opinion
expressed below.
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Micro-ASI, Inc.
September 7, 2000
Page 2
Based upon the foregoing, we are of the opinion that the 13,875,000 shares
of Common Stock of the Company which from time to time may be issued under the
Company Plans in accordance with the appropriate proceedings of the Board of
Directors of the Company or a committee thereof, when so issued and sold at
prices in excess of the par value of the Common Stock, in accordance with the
respective provisions of the Company Plans and related agreements entered into
by the Company, will be duly and validly authorized and issued by the Company
and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit we are
in the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ DAVID G. MCLANE
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David G. McLane, Partner
