EXHIBIT 5.3
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 572-6600
January 18, 2001
Futurus Financial Services, Inc.
1580 Warsaw Road
Roswell, Georgia 30076
Re: Registration of up to 1,341,200 Shares of Common Stock and Warrants
to Purchase 241,200 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
1,341,200 shares (the "Shares") of common stock, no par value (the "Common
Stock"), of the Company and warrants (the "Warrants") to purchase up to 241,200
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 and declared effective July 12,
2000, and as further amended by post-effective amendment no. 1 to the
Registration Statement, which is to be filed with the Commission on or about the
date hereof (the "Registration Statement"), (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 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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We hereby consent to the use of this opinion as Exhibit 5.3 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
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