COKINOS, BOSIEN & YOUNG
ATTORNEYS AT LAW
1500 WOODSON TOWER
2919 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 535-5500
TELECOPIER: (713) 535-5533
OPINION OF COUNSEL
November 1, 2000
NeoSurg Technologies, Inc.
17300 El Camino Real, Suite 110
Houston, Texas 77058
Ladies and Gentlemen:
We have acted as counsel to you in connection with the proceedings for the
authorization and issuance by NeoSurg Technologies, Inc., a Texas corporation
(the "Company") of up to 2,400,000 shares (the "Shares") of the Company's common
stock, no par value per share (the "Common Stock"), and the preparation and
filing of a registration statement on Form SB-2 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), which you
are filing with the Securities and Exchange Commission with respect to the
Shares.
We have examined the Registration Statement and such documents and records
of the Company and other documents, as we have deemed necessary for the purpose
of this opinion. In connection therewith, we have assumed the following: (a)
the filing and effectiveness of the Registration Statement and any amendments
thereto; (b) due execution by the Company and counter-signature by its transfer
agent of certificates representing the Shares; (c) the offering and sale of the
Shares as contemplated by the Registration Statement; and (d) receipt by the
Company of the consideration required for the Shares contemplated by the
Registration Statement.
Based upon the foregoing, we are of the opinion that upon issuance as
described in the Registration Statement, the Shares will be duly authorized,
validly issued, fully paid and non assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Yours very truly
COKINOS, BOSIEN AND YOUNG
A PROFESSIONAL CORPORATION
BY /s/ Brian Bosien
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Brian K. Bosien
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