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EXHIBIT 5
[LAW OFFICE OF JENNIFER PULVER LETTERHEAD]
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August 28, 2000
Board of Directors
Tekron, Inc.
13123 Poway Road
Poway, CA 92064
Re: My Legal Opinion Pursuant to SEC Form SB-2 Registration Statement -
Tekron, Inc.
Dear Ladies and Gentlemen:
You have requested my opinion as counsel for Tekron, Inc., a Delaware
corporation (the "Company") and certain of its shareholders (the "Selling
Shareholders") in connection with a Registration Statement on Form SB-2 and the
prospectus included therein (collectively the "Registration Statement") to be
filed with the Securities and Exchange Commission.
1. The Registration Statement: The Registration Statement with respect to
4,095,000 shares (the "Shares") of common stock $.001 par value per
share (the "Common Stock") of the Company to be held by the security
holders named in the registration statement.
2. Basis for Opinion: The documentary basis and other basis for this
opinion is my review and analysis of the below listed items:
a. The Company's Articles of Incorporation, Certificate of
Amendment, By-Laws, Minutes of Board of Directors Meeting,
Minutes of Shareholder Meeting and Shareholders Lists
(collectively the "Company Records").
b. The Registration Statement.
c. The eligibility requirements for the use of Form SB-2 set
forth in General Instructions A and B of Form SB-2 (the
"Eligibility Requirements").
I have assumed that the documents and signatures examined by me
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are genuine and authentic and that the persons executing such documents have the
legal capacity to execute any such documents.
3. Legal Opinion: Based upon my review of the Company Records, the
Registration Statement and the Eligibility Requirements, I am of the
opinion that:
a. Organization and Qualification: The Company is a
corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of
incorporation, and has the requisite corporate power and
authority to conduct its business, and to own, lease and
operate its properties, as more specifically described in
the Registration Statement.
b. Compliance With Eligibility Requirements of Form SB-2:
After reasonable investigation, I have no actual knowledge
that the Eligibility Requirements for use of Form SB-2
have not been satisfied with respect to the Registration
Statement.
c. Shares Duly Authorized and Validly Issued: That the Shares
and as specifically set forth in the Registration
Statement, have duly authorized, legally and validly
issued, and fully paid and are non-assessable.
d. Consent to Use of Legal Opinion: I hereby consent to the
reference to my name in the Registration Statement under
the caption "Legal Matters" and to the use of this opinion
as an exhibit to the Registration Statement. In giving
this consent, I do hereby admit that I come within the
category of a person whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or
the general rules and regulations thereunder.
Very truly yours,
/s/ Jennifer Pulver
Jennifer Pulver
Attorney at Law
Emerald Plaza
402 West Broadway, Fourth Floor
San Diego, CA 92101
