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EXHIBIT 5.1
June 16, 2000
MSI Holdings, Inc.
501 Waller Street
Austin, Texas 78702
Ladies and Gentlemen:
We have acted as special counsel for MSI Holdings, Inc., a Utah
corporation (the "COMPANY"), with respect to matters of Utah corporate law. In
particular, we have been asked to render the opinions set forth below, and to
consent to the Company's filing of such opinions with the United States
Securities and Exchange Commission, in connection with a Post Effective
Amendment No. 1 to Registration Statement on Form S_8 (the "POST-EFFECTIVE
AMENDMENT") with respect to an increase in the authorized shares of the Common
Stock, $0.10 par value, of the Company (the "COMMON STOCK") that may be issued
under the Company's 2000 Stock Plan, as amended (the "2000 PLAN") from 5,500,000
to 10,000,000 shares.
With respect to the foregoing, we have examined originals or copies
certified by the Company of the Post-Effective Amendment and such other
documents, and such legal matters, as we have deemed necessary to render the
opinions expressed herein. In all such examinations, we have assumed the
genuineness of all signatures and the conformity to the original of all copies
submitted to us. As to various questions of fact relevant to the opinion
expressed herein, we have relied upon certificates and statements of officers
and other representatives of the Company.
Based on the foregoing, we are of the opinion that, assuming the
respective amendment to 2000 Plan is approved by the shareholders of the Company
within twelve months of its approval by the board of directors, the additional
4,500,000 shares of Common Stock reserved for issuance pursuant to the 2000
Plan, when issued and sold in accordance with the terms of the 2000 Plan and the
corresponding option agreements entered into by the Company and pursuant to the
Post-Effective Amendment for consideration equal to at least the par value per
share of Common Stock, will be duly authorized, validly issued, and fully paid
and nonassessable.
We are licensed to practice law in the State of Utah. Our opinion is
restricted to the laws of the State of Utah and to federal law applicable to the
matters herein. Our opinion relates exclusively to the filing of the
aforementioned Post-Effective Amendment and is for the sale, use and benefit of
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the parties to whom it is addressed. Accordingly, it cannot be relied upon by
other parties or used in other transactions without our express written consent.
We consent to the use of this opinion as Exhibit 5.1 to the
Post-Effective Amendment.
Very truly yours,
/s/ PARR WADDOUPS BROWN GEE & LOVELESS, P.C.
PARR WADDOUPS BROWN GEE & LOVELESS, P.C.
Salt Lake City, Utah
