EXHIBIT 5
Opinion of Counsel
June 30, 2000 HAND DELIVERED
Board of Directors, Diversified Technologies Group, Inc.
13355 Noel Rd., Ste. 500
Dallas TX 75240
Re: Diversified Technologies Group, Inc. (Company)/Registration
Statement on Form S 8/REO
Ladies and Gentlemen:
As counsel for the Company, I am furnishing this opinion to you in compliance
with the referenced matter and am familiar with the the articles of
incorporation of the Company and its corporate powers, franchises and other
rights under which it carries on its business. I am also familiar with the
Bylaws, minute book and other corporate records of the Company. For the purpose
of the opinions expressed below, I have examined, among other things, the
registration statement on Form S 8 to be filed in regards of the above offering
(Registration Statement), and have supervised proceedings taken in connection
with the authorization, execution and delivery by the Company of the
Registration Statement and, as contemplated thereby, the authorization and
issuance of the shares of common stock to be issued thereunder. In arriving at
the opinions set forth below, I have examined and relied upon originals or
copies, certified or otherwise identified to my satisfaction, of all such
corporate records and all such other instruments, documents and certificates of
public officials, officers and representatives of the Company and of other
persons and have made such investigations of law as I have considered necessary
or appropriate as a basis for my opinions. Moreover, I have with your approval
relied as to factual matters stated therein on the certificates of public
officials, and I have assumed, but not independently verified, that the
signatures on all documents which I have examined are genuine and that the
persons signing such had the capacity to do so. This opinion further expressly
assumes that the shares covered by the Registration Statement will be issued in
conformity with the terms and conditions applicable thereto.
Based upon and subject to the forgoing, I am of the opinion that the issuance
and sale of the stock in this offering have been duly and validly authorized and
upon delivery to the shareholders in accordance with the terms and conditions of
the exhibits to the Form S 8 will have been duly authorized, validly issued,
fully paid for and nonassessable.
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I am admitted to practice before the Bar of the State of Colorado only. I am not
admitted to practice in any other jurisdiction in which the Company may own
property or transact business. My opinions herein are with respect to federal
law only and, to the extent my opinions are derived from laws of other
jurisdictions, are based upon an examination of relevant authorities and are
believed to be correct, but I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. My opinions
are qualified to the extent that the enforcement of rights and remedies are
subject to bankruptcy, insolvency and other laws of general application
affecting the rights and remedies of creditors and security holders and to the
extent that the availability of the remedy of specific enforcement or of
injunctive relieve is subject to the discretion of the court before which any
proceeding thereof may be brought.
This opinion is furnished by me to you as counsel for the Company and it is
solely for your benefit. This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose, other than as set forth in my
consent to the use of the same in the Form S-8.
I hereby consent to the filing of this letter with the Commission as Exhibit 5.1
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 or the rules and regulations of the Commission.
Very truly yours,
/s/ Mark S. Pierce
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Mark S. Pierce
