Exhibit 5.1
[LETTERHEAD OF BRASHER & COMPANY]
October 12, 2000
Gallagher Research Corporation
12373 East Cornell Avenue
Aurora, Colorado 80014
Re: Gallagher Research Corporation
1997 Compensatory Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Gallagher Research Corporation ("Gallagher") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of 1,000,000 shares of Gallagher's common stock, par value $.001 (the
"Shares"), which may be issued in connection with the above-referenced plan (the
"Plan"). In connection with that registration, we have reviewed the proceedings
of the Board of Directors of Gallagher relating to the registration and proposed
issuance of the common stock, the Articles of Incorporation of Gallagher and all
amendments thereto, the Bylaws of Gallagher and all amendments thereto, and such
other documents and matters as we have deemed necessary to the rendering of the
following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Nevada General Corporation Law.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
BRASHER & COMPANY
By: /s/ John D. Brasher Jr.
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John D. Brasher Jr.
