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POULTON & YORDAN
ATTORNEYS AT LAW
136 EAST SOUTH TEMPLE, SUITE 1700-A
SALT LAKE CITY, UTAH 84111
Richard T. Ludlow Telephone: (801) 355-1341
Fax: (801) 355-2990
September 18, 2000
Board of Directors
EMPS Corporation
136 E. South Temple, Suite 1700 A
Salt Lake City, Utah 84111
Re: Opinion and Consent of Counsel with respect to Registration
Statement on Form SB-1 for EMPS Corporation
Gentlemen:
You have requested the opinion and consent of this law firm, as
counsel, with respect to the proposed issuance and public distribution of
certain securities of the Company pursuant to the filing of a registration
statement on Form SB-1 with the Securities and Exchange Commission.
The proposed offering and public distribution relates to up to 200,000
shares of common stock, $.001 par value (the "Common Stock"), to be offered
and sold to the public at a price of $1.00 per share. It is our opinion
that the shares of Common Stock will, when issued in accordance with the
terms and conditions set forth in the registration statement, be duly
authorized, validly issued, fully paid and nonassessable shares of common
stock of the Company in accordance with the corporation laws of the State
of Nevada.
We consent to be named by the Company in the registration statement
and prospectus included therein. We also consent to the Company filing
this legality opinion as an exhibit to the registration statement.
Very truly yours,
POULTON & YORDAN
/s/ Richard T. Ludlow
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Richard T. Ludlow
Attorney at Law
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