(Letterhead of Cletha A. Walstrand, Esq.)
November 13, 2000
NPC Holdings, Inc.
4685 S. Highland Dr., Suite 202
Salt Lake City, UT 84117
Atlas Stock Transfer Company
5899 S. State
Salt Lake City, UT 84107
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed by NPC
Holdings, Inc., a Nevada corporation
Dear Sirs or Madams:
As counsel for NPC Holdings, Inc., a Nevada corporation (the
"Company"), and in connection with the issuance of 200,000 shares of the
Company's $0.001 par value common stock (the "Securities") to one
individual consultant (the "Consultant") pursuant to a written
compensation agreement, a copy of which is incorporated herein by
reference ("Consultant Compensation Agreement" [the "Plan"]), and as set
forth in Exhibit "A" attached hereto, I have been asked to render an
opinion as to the legality of these Securities, which are to be covered by
a Registration Statement to be filed by the Company on Form S-8 of the
Securities and Exchange Commission (the "Commission"), and as to which
this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be
paid by the issuance of Securities pursuant to the Plan. In this respect,
I am relying on the written representations of the plan participant, which
representations accompany the Plan.
In connection with rendering my opinion, which is set forth
below, I have reviewed and examined originals or copies of the following
documents, to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. The company's most recent 10-KSB;
4. All SEC filings for the past twelve months, including all
10-QSB's;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors adopting
the Plan, designating the name of the Plan and the name, address and
telephone number of the Plan's agent; and
7. Verification of the type of services rendered and to be
rendered, Securities Act Release No. 7506, dated February 17, 1998, and
International Series Release No. 1167, dated March 2, 1999.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances.
Also, in rendering this opinion, I have reviewed various statutes and
judicial precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined
with one or more directors and executive officers of the Company, and in
all instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted
to me as originals, the conformity with the original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. I have further assumed that
the recipients of these Securities under the Plan will have paid the
consideration required under the terms of the Plan prior to the issuance
of the Securities, and that none of the services performed by the
recipients shall be related to "capital raising" transactions.
Based upon the foregoing and in reliance thereon, it is my
opinion that, subject to the limitations set forth in the Plan, the
Securities to be issued pursuant to the Plan will, upon their issuance and
delivery to the recipients thereof, after receipt of full payment
therefor, be deemed duly and validly authorized, legally issued and fully
paid and non-assessable under Nevada Corporation Law, and may be issued
without restrictive legend.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above
referenced Registration Statement and does not cover any subsequent
issuances of any securities to be made in the future pursuant to any other
plans, if any, pertaining to services performed in the future. Any such
transactions are required to be included in a new Registration Statement
or a post-effective amendment to the above referenced Registration
Statement, which will be required to include a revised or a new opinion
concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the
State of Nevada and the securities laws, rules and regulations of the
United States, and I express no opinion with respect to the laws of any
other jurisdiction.
I consent to the filing of this opinion with the Commission as
an exhibit to the above referenced Registration Statement; however, this
opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without my prior written consent, other than for your
issuance of the shares as set forth herein.
This opinion is based upon my knowledge of the law and facts as
of the date hereof, and I assume no duty to communicate with you with
respect to any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Cletha A. Walstrand
Attorney at Law
Exhibit "A"
Name of shareholder # of shares to be issued under S-8
Michael L. Labertew 200,000
