August 21, 2000
Board of Directors
Intacta Technologies Inc.
235 Peachtree Street N.E.
2215 North Tower
Atlanta, Georgia 30303
Ladies and Gentlemen:
We have acted as special Nevada counsel on matters of Nevada law to
Intacta Technologies, Inc., a Nevada corporation (the "Company"), in
connection with a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission in August, 2000 (the "Registration
Statement") relating to the sale by the Company of up to 1,667,100 shares
of common stock of the Company, no par value per share, initially issuable
upon the exercise of stock options granted pursuant to the Company's 1998
Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures, and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal
capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other
than the Company, that such parties had the requisite power and authority
(corporate or otherwise) to execute, deliver, and perform such agreements or
instruments, that such agreements or instruments have been duly authorized
by all requisite action (corporate or otherwise), executed and delivered by
such parties, and that such agreements or instruments are the valid,
binding, and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers
of the Company and of public officials.
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August 21, 2000
Page 2
Based on the foregoing, we are of the opinion that the shares have
been duly authorized and, upon issuance, delivery, and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid,
and nonassessable.
Sincerely,
McDONALD CARANO WILSON McCUNE
BERGIN FRANKOVICH & HICKS LLP
By
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A Partner
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