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Exhibit 23.01
Victor D. Schwarz, LLC
Attorney at Law
2681 Parleys Way, Suite 203
Salt Lake City, Utah 84109
December 7, 2000
Board of Directors
Rubicon Medical Corporation
2064 West Alexander
Salt Lake City, Utah 84109
Re: Rubicon Medical Corporation
Registration Statement on Form SB-2
Gentlemen:
We have been retained by Rubicon Medical Corporation (the "Company") in
connection with the registration statement (the "Registration Statement") on
Form SB-2 to be filed by the Company with the Securities and Exchange
Commission relating to the securities of the Company. You have requested that
we render our opinion as to whether or not the securities proposed to be sold
by the Selling Shareholders on the terms set forth in the Registration
Statement have been validly issued, fully paid, and nonassessable.
In connection with this request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. Unanimous consent resolutions of the Company's board of directors;
4. The Registration Statement.
We have examined such other corporate records and documents and have
made such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities of
the Company to be sold pursuant to the Registration Statement will be validly
authorized and issued, fully paid, and nonassessable under corporate laws of
the state of Delaware.
This opinion is limited in scope to the shares being sold pursuant to the
Registration Statement and does not cover subsequent issuance of shares to be
made in the future. Such transactions are required to be included in either a
new registration statement or a post-effective amendment to the Registration
Statement, including updated opinions concerning the validity of issuance of
such shares.
Further, we consent to our name, Victor D. Schwarz, LLC, being included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
Sincerely,
Victor D. Schwarz
