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EXHIBIT 5
September 1, 2000
[LETTERHEAD]
Board of Directors
NQL Inc.
2722 South Fairview Street
Santa Ana, California 92704
Re: Post-Effective Amendment No. 1 to Form
S-8 Registration Statement of NQL Inc. with respect to the 1998
Stock Option and Award Plan, as amended (the "Plan")
Gentlemen:
We have acted as counsel in connection with the Post-Effective Amendment
No. 1 to Form S-8 Registration Statement (File No. 333-82919, the "Registration
Statement") of NQL Inc., a Delaware corporation (the "Registrant") under the
Securities Act of 1933, as amended, with respect to the offer and sale of an
aggregate of 2,500,000 shares of Common Stock, no par value (the "Shares"), of
the Registrant which are issuable under the Plan (as defined above) prior to an
additional 700,000 shares being registered for issuance under the Plan.
We have examined originals or copies certified or otherwise identified
to our satisfaction as being true copies of such corporate records of the
Registrant and other documents as we have deemed necessary for the purpose of
this opinion.
On the basis of the foregoing, and in reliance thereon and based on our
consideration of such other matters of fact and questions of law as we have
deemed relevant in the circumstances, we are of the opinion that, subject to
compliance with applicable state securities and "Blue Sky" laws, the Shares will
be, when issued in accordance with the terms and conditions of the Plan, validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registrant's
Post-Effective Amendment No. 1 to Form S-8 Registration Statement covering the
Shares.
Very truly yours,
/s/ ALLEN MATKINS LECK GAMBLE & MALLORY LLP
