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EXHIBIT 5.1
OPINION OF PATTON BOGGS LLP
PATTON BOGGS LLP
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
(303) 830-1776
October 6, 2000
CamCap, Inc.
8101 East Dartmouth, #58
Denver, Colorado 80231
Gentlemen and Ladies:
We have acted as counsel for CamCap, Inc., a Colorado corporation (the
"Company"), in connection with preparation of the Company's Registration
Statement on Form SB-2 (the "Registration Statement") under the Securities Act
of 1933, as amended, concerning registration by the Company of 3,029,870 shares
of the Company's $.001 par value common stock (the "Common Stock"). The Common
Stock consists of shares that may be issued upon consummation of the Spinoff
described in the Registration Statement.
We have examined the Articles of Incorporation and the Bylaws of the
Company and the record of the Company's corporate proceedings concerning the
Spinoff and the Registration Statement. We also have examined such other
certificates, agreements, documents and papers, and we have made such other
inquiries and investigations of law as we have deemed appropriate and necessary
in order to express the opinion set forth in this letter. In our examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained herein.
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Subject to the foregoing, and on the basis of the aforementioned
examinations and investigations, it is our opinion that, if the Spinoff is
successfully completed, the shares of Common Stock to be issued upon
consummation of the Spinoff will have been legally issued and will constitute
fully paid and non-assessable shares of the Company's Common Stock.
The opinions expressed herein relate solely to federal laws and the
Colorado Business Corporation Act. We express no opinion with respect to any
other laws. The opinions expressed herein do not relate, without limitation, to
any matters of law of other states or the rules or regulations of any state,
county or municipal agency or authority of another state, territory or
possession.
We hereby consent (a) to be named in the Registration Statement and in
the prospectus that constitutes a part of the Registration Statement as acting
as counsel in connection with the Spinoff, including with respect to the
issuance of the Common Stock; and (b) to the filing of this opinion as an
exhibit to the Registration Statement.
This opinion is to be used solely for the purpose of the registration
of the Common Stock and may not be used for any other purpose.
Very truly yours,
/s/ PATTON BOGGS LLP
PATTON BOGGS LLP
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