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Exhibit 5.1
June 22, 2000
EpicEdge, Inc.
3200 Wilcrest, Suite 370
Houston, Texas 77042
Re: EpicEdge, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented EpicEdge, Inc., a Texas corporation ("Company"), in
connection with the preparation of a registration statement filed with the
Securities and Exchange Commission on Form S-8 ("Registration Statement")
relating to the proposed issuance of up to 7,500,000 shares ("Shares") of the
Company's common stock, par value $.01 per share ("Common Stock") upon the
exercise of options issued pursuant to the terms of the 1999 Employee Stock
Option Plan, as amended ("Plan") incorporated by reference as an exhibit to the
Registration Statement. In this connection, we have examined originals or
copies identified to our satisfaction of such documents, corporate and other
records, certificates, and other papers as we deemed necessary to examine for
purposes of this opinion, including but not limited to the Plan, the Articles of
Incorporation of the Company, the Bylaws of the Company, and resolutions of the
Board of Directors of the Company.
We are of the opinion that the Shares will be, when issued pursuant to the
Plan, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
[SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE]
