July 13, 2000
Board of Directors
Electronic Identification, Inc.
1200 W. Pender St., Suite 411
Vancouver, BC Canada V6E 2S9
Gentlemen;
We have acted as securities counsel for Electronic
Identification, Inc. ("Electronic Identification" or the
"Company"). You have asked us to render this opinion to
Electronic Identification.
You have advised that:
1. Electronic Identification is current in its reporting
responsibilities to the Securities and Exchange Commission as
mandated by the Securities Exchange Act of 1934, as amended
2. Mark Theron has acted and will continue to act as a
consultant to the Company.
3. In his capacity as a consultant, the above-named individual
has provided bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising
transaction, and which did not either directly or indirectly
promote or maintain a market for Electronic Identification
securities.
4. Electronic Identification has agreed to issue its common
stock to the above-named individuals as compensation for their
services on behalf of Electronic Identification.
5. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of Electronic Identification. These shares shall be registered
pursuant to a Registration Statement on Form S-8 and may be
issued without restrictive legend.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that Electronic Identification may avail itself of a
Registration Statement on Form S-8, and is qualified to do so. It
is our further opinion that the above-named individuals are
proper persons qualified to receive shares which are registered
in a Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan,
Ltd.
Chapman & Flanagan, Ltd.
