Exhibit 5.01
[LETTERHEAD OF KUTAK ROCK LLP]
December 11, 2000
Medical Capital Management, Inc.
5190 Neil Road
Reno, Nevada 89502
Ladies and Gentlemen:
We have acted as counsel to Medical Capital Management, Inc. (the
"Company") in connection with the filing of a registration statement on Form
SB-2, including a related Prospectus, under the Securities Act of 1933, as
amended (the "Act"), to which this opinion is attached as an exhibit. The
registration statement covers a proposed offering by the Company of up to
$75,000,000 in principal amount of its Redeemable Secured Notes, Series I (the
"Notes"). Such registration statement, as amended, and the Prospectus on file
with the Securities and Exchange Commission (the "Commission") at the time such
registration statement becomes effective (including financial statements and
schedules, exhibits and all other documents filed as a part thereof or
incorporated therein) are herein called, respectively, the "Registration
Statement" and the "Prospectus."
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and other corporate documents as we deemed necessary to the performance
of our services and to render this opinion. We have also examined and are
familiar with the originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, corporate records and other instruments
as we have deemed necessary for the preparation of this opinion. In expressing
this opinion, we have relied, as to any questions of fact upon which our opinion
is predicated, upon representations and certificates of the officers of the
Company.
In giving this opinion we assumed:
(a) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
(b) the conformity to originals and the authenticity of all documents
supplied to us as certified, photocopied, conformed or facsimile copies and
the authenticity and completeness of the originals of any such documents;
and
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KUTAK ROCK LLP
Medical Capital Management, Inc.
December 11, 2000
Page 2
(c) the proper, genuine and due execution and delivery of all
documents by all parties to them and that there has been no breach of the
terms thereof.
Based upon the foregoing and subject to the qualifications set forth above,
and assuming (i) that the Registration Statement has become effective under the
Act, (ii) that all required actions are taken and conditions satisfied with
respect to the issuance of the Company's Notes as specified in the Prospectus
and (iii) consideration is received for the Notes: we are of the opinion that
when sold, the Notes will be legally issued, fully paid and binding obligations
of the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the use of our name in the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission promulgated pursuant thereto.
Very truly yours,
/s/ Kutak Rock LLP
Kutak Rock LLP
