[LETTERHEAD OF QUARLES & BRADY LLP]
September 25, 2000
Mountain States Capital, Inc.
1401 East Thomas Road
Phoenix, Arizona 85014
Re: Amendment No. 3 to Registration Statement on Form SB-2
Dear Sirs:
We refer to the Registration Statement on Form SB-2 of Mountain States
Capital, Inc., an Arizona corporation (the "Company"), which was filed on May
12, 2000, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended on July 7, 2000 and August 18, 2000, and as further amended
and to be filed on the date of this letter (the "Registration Statement"),
relating to the recission offering for approximately $2.35 million in
outstanding promissory notes (the "Outstanding Notes") and the sale of up to $10
million in new promissory notes of the Company (the "New Notes" and,
collectively with the Outstanding Notes, the "Notes"), pursuant to the
Broker/Dealer Agreement, as amended, filed as Exhibit 1.1 to the Registration
Statement (the "Broker/Dealer Agreement").
We have reviewed the General Corporation Law of the State of Arizona and
examined originals, or copies certified or otherwise identified to our
satisfaction, of such documents, and such corporate and other records and
proceedings of the Company, and made such other investigation and inquiries of
public officials and the officers of the Company, as we deemed necessary for the
opinions hereinafter expressed. On the basis of the foregoing, we are of the
opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Arizona.
2. The Outstanding Notes are legally issued. The New Notes covered by the
Registration Statement, when issued and delivered by the Company
against payment therefor as provided in the Registration Statement and
the Broker/ Dealer Agreement, will be legally issued.
3. The Outstanding Notes are, and the New Notes covered by the
Registration Statement will be, when issued and delivered by the
Company against payment therefor as provided in the Registration
Statement and the Broker/Dealer Agreement, binding obligations of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the Prospectus constituting part of the Registration
<PAGE>
Mountain States Capital, Inc.
September 25, 2000
Page 2
Statement; provided however, that by so consenting, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Sincerely,
/s/ QUARLES & BRADY LLP
QUARLES & BRADY LLP
SLF/jmf
