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EXHIBIT 5.01
PATRICK A. REARDON
ATTORNEY-AT-LAW
201 MAIN STREET TELEPHONE: (817) 348-8801
SUITE 585 TELECOPIER: (817) 348-8804
FORT WORTH, TEXAS 76102 E-MAIL: [email protected]
December 5, 2000
United Heritage Corporation
P.O. Box 1956
Cleburne, Texas 76033-1956
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I render this opinion as counsel to United Heritage Corporation, a
Utah corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of an additional 5,000,000 shares
(the "Shares") of the Company's common stock, $0.001 par value per share (the
"Common Stock"), issuable upon the exercise of options granted pursuant to
the 2000 Stock Option Plan of United Heritage Corporation (the "2000 Plan").
The Shares are being registered pursuant to a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission on or about
December 5, 2000 (the "Registration Statement").
In connection with this opinion, I have examined such documents and
records of the Company and such statutes, regulations, and other instruments
and certificates, as I have deemed necessary or advisable for the purposes of
this opinion. I have assumed that all signatures on all documents presented
to me are genuine, that all documents submitted to me as originals are
accurate and complete, and that all documents submitted to me as copies are
true and correct copies of the originals thereof. I have also relied upon
such certificates of public officials, corporate agents and officers of the
Company and such other certifications with respect to the accuracy of
material factual matters contained therein which were not independently
established.
In addition, I have assumed that, when the Board of Directors of the
Company sets the exercise prices for options to purchase Shares pursuant to
the 2000 Plan, the Board of Directors will determine that the consideration
to be received is adequate as required by Section 16-10a-621(4) of the Utah
Revised Business Corporation Act.
I am only admitted to practice in the State of Texas. In rendering
this opinion, however, I have reviewed provisions that I deem pertinent of
the Utah Revised Business Corporation Act, as contained in an unofficial
compilation of that law.
Based on the foregoing, I am of the opinion that the Shares will be,
if and when issued and paid for in accordance with the 2000 Plan, validly
issued, fully paid and nonassessable, and assuming the Company maintains an
adequate number of authorized but unissued shares of common stock available
for such issuance, and further assuming that the consideration actually
received by the Company for the Shares exceeds the par value thereof.
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I consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am
included in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Sincerely yours,
Patrick A. Reardon
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