OGDEN
MURPHY
WALLACE
P.L.L.C.
ATTORNEYS AT LAW
October 2, 2000
Lifestream Inc.
2611 Viscount Way
Richmond, BC V6V 1M9
CANADA
Re: Lifestream Inc. Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Lifestream Inc., a Washington corporation (the
"Company"), in connection with the preparation of the registration statement on
Form SB-2 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), relating to the public offering (the "Offering") of up to 1,000,000
shares (the "Shares") of the Company's common stock, $.001 par value (the
"Common Stock"). This opinion is being furnished pursuant to Item 601(b)(5) of
Regulation S-K under the Act.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books; and (e) 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.
Based upon the foregoing, we are of the opinion that the Shares are validly
issued under Washington corporate law, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to all references to this Firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
James L. Vandeberg
Established 1902
A Member of the International Lawyers Network with independent member law firms
-------------------------------------------------------------------------------
worldwide
---------
1601 Fifth Avenue, Suite 2100 Seattle, WA 98101-1686 206.447.7000 Fax:
206.447.0215 Web: www.omwlaw.com
<PAGE>
