SLICKER & ALBERTY PC
ATTORNEYS AND COUNSELORS AT LAW
4444 EAST 66th, SUITE 201
TULSA, OKLAHOMA 74136-4206
PHONE (918) 496-9020
FREDERICK K. SLICKER FAX (918) 496-9024
GREGORY W. ALBERTY E-MAIL: [email protected]
E-MAIL: [email protected]
EXHIBIT 5
OPINION OF COUNSEL
JANUARY 15, 2001
Board Of Directors
Ives Health Company, Inc.
817 North JM Davis Boulevard
Claremore, OK 74017
Gentlemen:
This Opinion is rendered in connection with the filing by Ives Health
Company, Inc. ("Company") of its Registration Statement on Form S-8
("Registration Statement") of even date. We have acted as special counsel for
the Company in connection with the preparation and filing of the Registration
Statement.
We have examined the Certificate of Incorporation, the Bylaws and various
related actions of the Board of Directors of the Company or copies certified or
otherwise identified to our satisfaction of such documents and records of the
Company and of such statutes and other documents as we have considered necessary
or appropriate in the circumstances to render the following opinions. We have
relied upon the accuracy of factual information provided to us by the Company
and upon the accuracy of the representations and undertakings set forth in the
Registration Statement. Specifically, among other facts certified to us, we have
relied upon the facts certified in the Officer's Certificate, which is attached
hereto as Exhibit A and is incorporated herein by reference for all purposes.
In rendering the opinions expressed below, we have assumed that:
1. Each person signing any document reviewed by us had the legal capacity
to do so, and each person signing any document reviewed by us in a
representative capacity had authority to sign in such capacity; and
2. The signatures appearing on all documents reviewed by us are genuine;
and
3. All documents submitted to us as originals are authentic, correct and
complete; and all copies of documents reviewed by us conform to the
original; and
4, All facts set forth in all certificates attached to this Opinion are
true, correct and complete.
<PAGE>
Based upon the foregoing and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that:
1. The Company has duly authorized the taking of all actions necessary to
issue the Shares covered by the Registration Statement.
2. The Shares covered by the Registration Statement have been duly
authorized, are validly issued and will be fully paid and
non-assessable shares upon receipt by the Company of full payment of
the secured promissory note given in partial payment for the Shares;
and
3. The Company has duly authorized the filing of the Registration
Statement.
4. The Shares covered by the Registration Statement were issued for bona
fide services rendered or to be rendered.
5. The persons who are listed as selling shareholders and whose Shares
are covered by the Registration Statement are permitted to use Form
S-8.
We express no opinion with respect to (i) the enforceability of the
indemnification provisions set forth in the Company charter, bylaws and
individual agreements to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of Federal or state
securities or blue sky laws; (ii) the right of any person or entity to institute
or maintain any action in any court or upon matters respecting the jurisdiction
of any court; (iii) the validity of the exercise of discretion contrary to
applicable laws, rules and regulations; or (iv) any other matter not expressly
set forth herein. We are members in good standing of the Bar of the State of
Oklahoma. The opinions above are limited to the laws of the United States of
America and the laws of the State of Oklahoma.
This Opinion is governed by, and shall be interpreted in accordance with
the Legal Opinion Accord ("accord") of the ABA Section of Business Law (1991).
As a consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord, and this Opinion should be read in
conjunction therewith. We express no opinion as to any matter other than as
expressly set forth about, and no opinion not expressly and specifically
expressed on any matter may be inferred from this opinion. This Opinion is given
as of the date hereof, and we undertake no, and hereby disclaim any, obligation
to advise you of any change thereafter set forth herein. This Opinion is for
your sole use and benefit, and no other person may be furnished a copy of this
Opinion or may relay an this Opinion without our prior written consent. We
consent to the filing of this Opinion as an exhibit to the Registration
Statement and to reference to our firm as experts in the Registration Statement.
Very truly yours,
/s/ Frederick K. Slicker
Slicker & Alberty, P.C.
<PAGE>
EXHIBIT A
---------
TO
--
SLICKER & ALBERTY, PC OPINION DATED JANUARY 15, 2001
----------------------------------------------------
OFFICER'S CERTIFICATE
---------------------
The undersigned is an officer of Ives Health Company, Inc. ("Company") and
hereby certifies that:
(a) The Board of Directors of the Company duly authorized the issuance of
the Shares covered by the Registration Statement on Form S-8 of even
date ("S-8") in accordance with applicable corporate and federal and
state securities laws.
(b) All corporate actions were duly and validly taken, are in full force
and effect and have not been altered, modified, rescinded or revoked
in any respect.
(b) The Selling Shareholder paid to the Company valid consideration equal
to $.001 per share, the par value thereof, and delivered to the
Company his Secured Promissory Note for the balance per share of $.049
per share. The Shares that have not been fully paid for are being held
in escrow pending receipt by the Company of the full payment therefor.
(c) The Shares were offered, purchased, delivered and issued in
transactions exempt from registration under applicable federal and
state securities laws.
(d) All such actions are in full force and effect and have not been
altered, modified, rescinded or revoked in any respect.
(e) The Company is in compliance with all requirements of and has filed
all documents required to be filed by it pursuant to the Securities
Exchange Act of 1934 within the last 12 months.
(f) The undersigned has read the General Instructions applicable to the
S-8, specifically including the definition of "employee" for purposes
of the S-8.
(g) The Company is entitled to use S-8 to register the Shares.
(h) The selling shareholder is a natural person who received the shares
for bona fide services rendered or to be rendered not in connection
with a capital fund-raising transaction and not directly or indirectly
to establish or maintain a market for the Shares.
<PAGE>
(i) Slicker & Alberty, PC may rely on the truth and accuracy of this
Certificate in rendering an opinion in connection with the filing by
the Company with the S-8.
(k) The undersigned office has reviewed that Opinion and this Certificate
and certifies that the facts reflected in the Opinion and in this
Certificate are true and correct in all respects.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
15th day of January, 2001.
/s/ Michael D. Harrison
--------------------------------------------
Michael D. Harrison, Chief Executive Officer
