EXHIBIT 5.1
LEGAL OPINION OF PARKER CHAPIN LLP
October 20, 2000
Trinity Medical Group USA, Inc.
55 Shaver Street
San Rafael, California 94901
Dear Sirs:
We have examined the Registration Statement on Form SB-2 filed by you
with the Securities and Exchange Commission on October 20, 2000 (Registration
No.________) (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of up to 3,739,410 shares of your
common stock, par value $.001 per share (the "Shares"). Of the 3,739,410 shares
of common stock offered hereby, 2,000,000 shares ("Primary Shares") are being
offered by you and 1,739,410 shares ("Resale Shares") are being offered by
selling security holders. As your legal counsel in connection with the
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares.
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of the Company's (i) Certificate of Incorporation and (ii)
By-laws. We have also reviewed such other matters of law and examined and relied
upon all such corporate records, agreements, certificates and other documents as
we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies or facsimiles. As to any facts material to such opinion, we have, to the
extent that relevant facts were not independently established by us, relied on
certificates of public officials and certificates of officers or other
representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Primary Shares, when issued in the manner described in the Registration
Statement, will be validly issued, fully paid and non-assessable, and the Resale
Shares have been validly issued and are fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Parker Chapin LLP
---------------------
PARKER CHAPIN LLP
