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EXHIBIT 5
[PARR WADDOUPS BROWN GEE & LOVELESS LETTERHEAD]
August 25, 2000
MSI Holdings, Inc.
1121 East 7th Street
Austin, Texas 78702
Ladies and Gentlemen:
We have been asked to pass on certain legal matters for to MSI
Holdings, Inc., a Utah corporation (the "Company"), in connection with the
preparation of the Company's Registration Statement on Form S-3, Registration
(the "Registration Statement"), relating to the proposed offer and sale of
999,999 shares of common stock, $.10 par value per share, by certain
stockholders of the Company. At your request, this opinion is being furnished to
you for filing as an exhibit to the Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as we
have considered necessary or appropriate for the purposes of this opinion. In
addition, we have relied as to factual matters on certificates of officers of
the Company.
Based upon the foregoing examination and review, assuming receipt by
the Company of all consideration specified in governing resolutions and
documents, we are of the opinion that the 999,999 shares of common stock, $.10
par value per share, issued to the persons and in the amount listed on Exhibit A
hereto (the "Shares") have been legally issued and are fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the State of Utah. For
purposes of this opinion, we assume that the Shares have been issued in
compliance with all applicable state and securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not hereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PARR WADDOUPS BROWN GEE & LOVELESS
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EXHIBIT A
SCHEDULE OF SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
SELLING SHAREHOLDER NO. OF SHARES
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<S> <C>
Tomorrow's Technologies Investment Trust 284,690
Michael W. Erwin 247,088
Sebastian D. Hassinger 81,340
Borrowed Time, Inc. 30,503
Robert P. Wolfe 87,714
Charles H. Scott, Jr. 136,582
Donald J. Nadon 9,355
Thomas J. Premo 41
L. Theodore Ollier 452
Michael G. Mood 814
Jennifer L. Alexander 407
Scott E. Mullen 1,831
Margaret Anne Green 204
Rob Nadon 407
John N. Opiela 1,627
Terri England 91
Marsha Sheiness 91
Eric B. Meyertons 367
Kevin L. Daffer 367
B. Noel Kivlin 367
Jeffrey C. Hood 367
Jeff A.McDaniel 367
Jason Hemmenway 2,156
Edward Kwan 18,302
Susan Marie Beckwith 100
Kevin Harlon Ingle 1,627
Kimberly K. Reeb 257
Rhonda Simonson 22
Robert W Blemler 14
Texas Two, Mike Neill Partner 1,221
Ronald W. Blemler 82
Richard E. Sepulveda 1,221
Thomas Preson Gregg 543
Michael Skelton 2,441
William Hurley 123
Gerard I. Armstrong 123
Cegla, LTD. 8,134
Holly Goff Broussard 1,151
Tadd Balfour 814
Henry Davis 4,067
Monica L. Knighton 814
James R. Wilson 17,285
Tracy Cogdill 34,570
Matt Bradbury 6,101
William A. Broussard 13,352
Adam Biskobing 407
TOTAL 999,999
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