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EXHIBIT 5
{ALLEN MATKINS LECK GAMBLE & MALLORY LLP LETTERHEAD}
September 1, 2000
Board of Directors
NQL Inc.
2722 South Fairview Street
Santa Ana, California 92704
Re: Post-Effective Amendment No. 1 to Registration Statement
No. 333-35882 filed by NQL Inc., a Delaware corporation to adopt
the Form S-3 Registration Statement previously filed by Alpha
Microsystems, a California corporation with respect to the
registration of 2,836,354 shares of Common Stock
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Gentlemen:
In connection with NQL Inc. becoming the successor issuer to Alpha
Microsystems pursuant to a reincorporation merger that became effective today,
we have examined Post-Effective Amendment No. 1 filed by NQL Inc. on September
1, 2000 (the "Post-Effective Amendment") to adopt pursuant to Rule 414 of the
Securities Act of 1933, as amended (the "Act") the Form S-3 Registration
Statement ("Registration Statement") previously filed by Alpha Microsystems in
connection with the registration under the Act of 2,836,354 shares of Common
Stock (the "Common Stock") to be sold by certain selling stockholders of Alpha
Microsystems, the predecessor issuer to NQL Inc. The Common Stock, to the extent
such selling stockholders have not previously sold shares under the Registration
Statement filed by Alpha Microsystems, is to be sold by the selling stockholders
as described in the Registration Statement. As your counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by such selling stockholders in connection with the sale and issuance of the
Common Stock.
It is our opinion that, upon conclusion of proceedings to be taken
prior to any selling stockholder selling Common Stock of NQL Inc. pursuant to
the Post-Effective Amendment and the Registration Statement and in accordance
with the securities laws of the various states where required, the Common Stock,
when sold in the manner described in the Post-Effective Amendment and the
Registration Statement, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Post-Effective Amendment, and further consent to the use of our name wherever
appearing in the Post-Effective Amendment, including any amendment thereto.
Very truly yours,
/s/ ALLEN MATKINS LECK GAMBLE & MALLORY LLP
