Exhibit 5.1
Oppenheimer Wolff & Donnelly LLP
500 Newport Center Drive, Suite 700
Newport Beach, CA 92660
949.823.6000
Fax 949.823.6100
September 21, 2000
Retrac Medical, Inc.
22 South Main Street
New City, New York 10956
Gentlemen:
As special counsel for Retrac Medical, Inc. (the "Company"), we have
examined its Certificate of Incorporation and Bylaws, as amended, and such other
corporate records, documents and proceedings, and such questions of law as we
have deemed relevant for the purpose of this opinion. We have also, as such
counsel, examined the Registration Statement of the Company on Form SB-2 filed
by the Company with the Securities and Exchange Commission covering the
registration under the Securities Act of 1933, as amended, of (i) 2,300,000
shares of $.01 par value common stock; (ii) the warrants ("Centex Warrants")
issuable to Centex Securities Incorporated; and (iii) 230,000 shares of Common
Stock underlying the Centex warrants, including the exhibits and form of
Prospectus (the "Prospectus") filed therewith, and all amendments thereto
(herein collectively called the "Registration Statement").
Upon the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly authorized and validly
existing in good standing under the laws of the State of
Delaware, with all requisite power to conduct the business
described in the Registration Statement.
2. The Company has an authorized capitalization as set forth
under the caption "Capitalization" contained in the
Prospectus.
3. The shares of $.01 par value common stock, and Centex Warrants
registered thereby, have been duly and validly authorized and,
subject to the payment therefor pursuant to the terms
contemplated in the Prospectus, the shares of $.01 par value
common stock and the Centex Warrants will be duly and validly
issued as fully paid and non-assessable securities of the
Company.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly LLP
