OPINION OF LAW OFFICES OF WILLIAM B. BARNETT
August 1, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Registration Statement on Form S-4 Relating to
Cactus Spina, Inc., Capital Stock
Ladies and Gentlemen:
As legal counsel for Cactus Spina, Inc., a Nevada corporation (the "Company"),
we are rendering this opinion in connection with the preparation and filing of a
registration statement on Form S-4 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 5,280,592
shares of the Company's $.001 par value common stock (the "Common Stock").
We have examined such instruments, documents and records as we have deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the shares of Common Stock
to be registered pursuant to the Registration Statement shall, upon issuance, be
duly authorized shares which, when sold, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
This opinion is to be used only in connection with the issuance of the Common
Stock while the Registration Statement is in effect.
Respectfully submitted,
/s/ WILLIAM B. BARNETT
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William B. Barnett
