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EXHIBIT 5.01
Marcus A. Sanders, Esq.,
33 New Montgomery Street, Suite 290
Tel. (415) 777-2220
August 2, 2000
Board of Directors
Wasatch Pharmaceutical, Inc.
714 East 7200 South
Midvale, Utah 84047
Re: Wasatch Pharmaceutical, Inc.
Registration Statement on Form S-8
Gentlemen:
I have been retained by Wasatch Pharmaceutical, Inc. (the "Company") in
connection with the registration statement (the "Registration Statement") on
Form S-8 to be filed by the Company with the Securities and Exchange Commission
relating to the securities of the Company. You have requested that we render our
opinion as to whether or not the securities proposed to be issued on the terms
set forth in the Registration Statement will be validly issued, fully paid, and
nonassessable.
In connection with that registration, I reviewed the Company's
proceedings of the Board of Directors relating to the registration and proposed
issuance of securities, the Articles of Incorporation and all amendments
thereto, the Bylaws and all amendments thereto, and such other documents and
matters as I deemed necessary to the rendering of the following opinion
Based on the above examination, we are of the opinion that the
securities of the Company to be issued pursuant to the Registration Statement
are validly authorized and, when issued in accordance with the terms set forth
in the Registration Statement, will be validly issued, fully paid, and
nonassessable under corporate laws of the state of Utah.
This opinion is limited in scope to the shares to be issued pursuant to
the Registration Statement and does not cover subsequent issuance of shares to
be made in the future. Such transactions are required to be included in either a
new registration statement or a post-effective amendment to the Registration
Statement, including updated opinions concerning the validity of issuance of
such shares. I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states as to the issuance and sale of
the Shares.
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I consent to the use of this opinion in the registration statement filed with
the Securities and Exchange Commission in connection with the registration of
the Shares and to the reference to my office under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
By /s/ Marcus A. Sanders
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Marcus A. Sanders
