JEFFERS, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (949) 660-7700
FACSIMILE: (949) 660-7799
January 18, 2001
American Utilicraft Corporation
300 Petty Road, N.E., Suite B
Lawrenceville, Georgia 30043
RE: Registration Statement on Form SB-2
American Utilicraft Corporation common stock,
Par value $.00001 per share
Ladies and Gentlemen:
We have acted as counsel for American Utilicraft Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form SB-2 (the "Registration Statement") as to which
this opinion is a part, filed with the Securities and Exchange Commission (the
"Commission") on October 10, 2000, as amended, for the sale by the Company of up
to 2,000,000 shares of its Common Stock, $.00001 par value (the "Company
Shares") and the resale by certain selling shareholders of (i) 1,000,000 shares
of Common Stock that are presently outstanding and held by Douglas E. Smith (the
"Smith Shares") and (ii) up to 8,200,000 shares of Common Stock ("Swartz
Shares") that may be issued to Swartz Private Equity LLC ("Swartz") pursuant to
a certain Investment Agreement between the Company and Swartz ("Investment
Agreement") and upon exercise of warrants issued or to be issued to Swartz under
the Investment Agreement. This opinion is being furnished pursuant to Item
601(b)(5) of Regulation S-B under the Act.
In connection with rendering the opinion as set forth below, we have
reviewed (a) the Registration Statement and the exhibits thereto, (b) the
Company's Certificate of Incorporation, as amended, (c) the Company's Bylaws, as
amended, (d) the Investment Agreement, the warrant issued to Swartz, the form of
the warrants to be issued to Swartz, (e) certain records of the Company's
corporate proceedings as reflected in its minute books, and (f) such statutes,
records and other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and conformity
with the originals of all documents submitted to us as copies thereof. In
addition, we have made such other examinations of law and fact as we have deemed
relevant in order to form a basis for the opinion hereinafter expressed. We have
conducted no independent investigation and have relied solely on the items
listed above in rendering these opinions.
<PAGE>
American Utilicraft Corporation
Page 2
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that (i) the Company Shares
have been duly authorized and when issued, delivered and paid for, will be
validly issued, fully paid and non-assessable, (ii) the Smith Shares have been
validly issued and are fully paid and non-assessable, and (iii) the Swartz
Shares, upon issuance by the Company in the manner and for the consideration
contemplated in the Investment Agreement and, in the case of the shares of
Common Stock underlying the warrants issued and to be issued to Swartz under the
Investment Agreement, upon exercise of the warrants and payment of the exercise
prices thereof to the Company in accordance with their terms, will be validly
issued, fully paid and non-assessable.
We are licensed to practice law in California and our opinion is
limited to the Delaware General Corporate laws. We hereby consent to the use of
this opinion as an exhibit to the Registration Statement and to the references
to this firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not hereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Jeffers, Shaff & Falk , LLP
JEFFERS, SHAFF & FALK, LLP
