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EXHIBIT 5.2
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 572-6600
July 12, 2000
Futurus Financial Services, Inc.
1580 Warsaw Road
Roswell, Georgia 30076
RE: REGISTRATION OF UP TO 1,308,000 SHARES OF COMMON STOCK AND
WARRANTS TO PURCHASE 208,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as counsel to Futurus Financial Services, Inc. (the
"Company"), a Georgia corporation, in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form SB-2, as amended (the "Registration Statement"), of up to
1,308,000 shares (the "Shares") of common stock, no par value (the "Common
Stock"), of the Company and warrants (the "Warrants") to purchase up to 208,000
shares of Common Stock.
In this capacity, we have examined (1) the Registration Statement in
the form filed by the Company with the Securities and Exchange Commission (the
"Commission") on February 11, 2000, as amended by Pre-Effective Amendment No. 3
thereto, which is to be filed with the Commission on the date hereof, (2)
originals or copies, certified or otherwise identified to our satisfaction, of
corporate records, agreements, documents and other instruments of the Company
relating to the authorization and issuance of the Shares and the Warrants, and
(3) such other matters as we have deemed relevant and necessary as a basis for
the opinion hereinafter set forth.
In conducting our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.
Based upon the foregoing, and in reliance thereon, and subject to the
limitations and qualifications set forth herein, we are of the opinion that the
Shares and Warrants are duly authorized, and when the Shares are issued and
delivered to investors, and when the Warrants are issued and delivered to the
organizers, the Shares and Warrants will be legally and validly issued, fully
paid and non-assessable.
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Futurus Financial Services, Inc.
April 6, 2000
Page 2
We hereby consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
