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GERSTEN, SAVAGE & KAPLOWITZ
101 East 52nd Street
New York NY 10022
[FORM OF OPINION]
October ___, 2000
Schneider Securities, Inc.
As Representative for the Several Underwriters
1120 Lincoln Street, Suite 900
Denver, Colorado 80203
Ladies and Gentlemen:
We have acted as counsel to Utek Corporation (the "Company") in
connection with its filing of a registration statement on Form N-2 (the
"Registration Statement") (Form 333-93913) covering the one million shares of
common stock, $.01 par value, of the Company (the "Common Stock"), and excluding
the Underwriters' over-allotment option and the Common Stock underlying such
option, and the Underwriters' Warrants and the Common Stock underlying such
warrants, as more particularly described in the Registration Statement.
In our capacity as counsel to the Company, we have examined the
Company's Certificate of Incorporation and By-laws, as amended to date, and the
minutes and other corporate proceedings of the Company.
With respect to factual matters, we have relied upon statements and
certificates of officers of the Company. We have also reviewed such other
matters of law and examined and relied upon such other documents, records and
certificates as we have deemed relevant hereto. In all such examinations we have
assumed conformity with the original documents of all documents submitted to us
as conformed or photostatic copies, the authenticity of all documents submitted
to us as originals and the genuineness of all signature on all documents
submitted to us.
On basis of the foregoing, we are of the opinion that the shares of
Common Stock covered by the Registration Statement have been validly authorized
and will, when sold as contemplated by the Registration Statement, be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under Part C, Item 24 in
the Registration Statement.
Very truly yours,
/s/ GERSTEN, SAVAGE & KAPLOWITZ, LLP
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GERSTEN, SAVAGE & KAPLOWITZ, LLP
