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EXHIBIT 5.1
June 19, 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 No. 333-31726
(the "Registration Statement"), relating to the proposed offer and sale 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 9,502,856 shares of common stock, $.01 par value
per share issued to the persons and in the amount listed on Exhibit A hereto
(the "Shares") are duly and validly authorized and legally issued, fully paid
and nonassessable.
The foregoing opinion is limited to the laws of the United States of
America and to the Utah Revised Business Corporations Act. For purposes of this
opinion, we assume that the Shares have been issued in compliance with all
applicable state securities or Blue Sky laws.
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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,
/s/ PARR WADDOUPS BROWN GEE & LOVELESS, P.C.
PARR WADDOUPS BROWN GEE & LOVELESS, P.C.
Salt Lake City, Utah
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EXHIBIT A
SCHEDULE OF SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
SELLING SHAREHOLDER NO. OF SHARES
-------------------
<S> <C>
ACM Strategic Investment 224,200
ACM Technology Hedge Fund 135,100
Acorn USA 350,000
AIG Soundshore Opportunity Holding Fund Ltd. 35,750
AIG Soundshore Holdings Ltd. 111,125
AIG Soundshore Strategic Holding Fund Ltd. 19,792
AIM VI Capital Development Fund 8,612
AIM Capital Development Fund 824,712
Alliance Technology Partners, LP 40,700
Ardsley Institutional Fund, L.P. 175,000
Ardsley Partners Fund I, L.P. 165,000
Ardsley Partners Fund II, L.P. 235,000
Ardsley Offshore Fund Ltd. 275,000
Bald Eagle Fund, Ltd 29,900
Barnstorm & Co. 54,000
Bricoleur Partners, LP 254,000
C.E. Unterberg, Towbin Capital Partners I, L.P. 74,990
Cascade Capital Partners, LP 585,000
Coutts & Co. 6,900
Dorado Capital Partners LP 100,000
Endeavor Asset Management, L.P. 166,667
Finwell & Co. 166,000
Firestar Trust Co. 166,667
Gerlach & Co. 13,000
Gryphon Offshore Fund 114,000
Guilder Gagnon Howe & Co. LLC 166,667
Hammerhead & Co. 80,000
HH Managed Account 1, Ltd. 150,000
Irvine Capital Partners, L.P. 100,000
Irvine Capital Partners II, L.P. 16,670
J.I.B. Associates, Ltd. 46,000
Job & Company, LP 51,000
Kahn Capital Partners LP 350,000
Kensington Partners II L.P. 7,667
Kensington Partners L.P. 129,100
Kimberlite Partners L.P. 33,333
Landwatch & Co. 172,000
</TABLE>
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<TABLE>
<CAPTION>
SELLING SHAREHOLDER NO. OF SHARES
-------------------
<S> <C>
Libra Offshore Fund Ltd. 33,333
Libra Fund, LP 133,334
MAS Funds Small Cap Value Portfolio 628,900
MSDW SICAV Global Small Cap Equity Fund 9,600
MSDW SICAV Small Cap Value Equity Fund 41,500
Pantheon Partners L.P. 133,334
Pitt & Co. 95,000
Shottenfeld Assoc. LP 250,000
SunAmerica Inc. 333,334
Tarp & Co. 60,000
Tiedemann Investment Group 166,667
TSG Financial Limited Partnership 336,198
UT Capital Partners International, LDC 33,340
UT Technology Partners, LDC 133,330
Van Kampen American Value Fund 563,100
Wanger US Small Cap Advisor 350,000
Westcoast & Co. 235,000
Westcore Small Cap Growth Fund 166,667
Zeke, LP 166,667
TOTAL 9,502,856
</TABLE>
