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[LETTERHEAD]
EXHIBIT 5.1
November _____, 2000
Industrialex Manufacturing Corp.
63-A S. Pratt Parkway
Longmont, Colorado 80501
Re: Registration Statement on Form SB-2
Relating to 3,500,000 units and 4,492,000 shares of common
stock
Dear Ladies and Gentlemen:
We have acted as counsel for Industrialex Manufacturing Corp., a
Colorado corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form SB-2 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "1933 Act"). The Registration Statement relates to (a)
3,800,000 units offered for sale by the Company (the "Securities") consisting of
one share of common stock ("Unit Shares") and one share purchase warrant ("Unit
Warrant"), (b) 325,000 shares of Common Stock ("Selling Shareholders Common
Stock") offered for sale by the holders thereof (the "Selling Shareholders") and
(c) 3,867,000 shares of common stock which are issuable upon exercise of
warrants or special warrants ("Selling Shareholders Warrant Shares") offered for
sale by the holders thereof the "Warrant Holders").
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-B under the 1933 Act.
We have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments, have made such inquiries as the questions of fact of
officers and representatives of the Company and have made such examinations of
law as we have deemed necessary or appropriate for purposes of giving the
opinion expressed below. 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 originals of all documents submitted to us as
copies.
The following opinions are limited solely to the law of the state of
Colorado.
Based upon and subject to the foregoing, we are of the opinion that:
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1. The issuance and sale by the Company of up to 3,500,000 Securities,
as provided in the Registration Statement, have been duly and validly authorized
by all necessary corporate action by the Company.
2. The Unit Shares have been duly and validly authorized by all
necessary corporate action by the Company, and when issued upon payment
therefore in accordance with the Registration Statement, will be duly issued,
fully paid and non-assessable.
3. The shares of common stock issuable upon exercise of the Unit
Warrants have been duly and validly authorized by all necessary corporate action
by the Company, and when issued upon proper exercise and payment as set forth in
such Unit Warrants duly issued, fully paid and non-assessable.
4. The shares of Selling Shareholders Common Stock have been duly and
validly authorized by all necessary corporate action by the Company and are, or
will be when issued, duly issued, fully paid and non-assessable.
5. The shares of Selling Shareholder Warrant Shares issuable upon the
exercise of the warrants and special warrants have been duly and validly
authorized by all necessary corporate action by the Company and when issued upon
proper exercise and payment as set forth in such warrants and special warrants
will be duly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
this firm under the heading "Legal Matters" in the prospectus included in the
Registration Statement as the counsel who will pass upon the validity of the
securities being registered.
Very truly yours,
DAVIS GRAHAM & STUBBS LLP
