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214-999-4607
EXHIBIT 5.1
September 22, 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 200,000 shares of Common Stock, $0.001 par value
("Common Stock"), of the Company which are authorized for issuance pursuant to
option agreements between the Company and employees or consultants (the
"Options").
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 22, 2000 for the Registration under the
Securities Act of the 200,000 shares of Common Stock relating to the Options.
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.
Based upon the foregoing, we are of the opinion that the 200,000 shares of
Common Stock of the Company which from time to time may be issued upon exercise
of the Options 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
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Micro-ASI, Inc.
September 22, 2000
Page 2
with the provisions of the Options, 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
