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EXHIBIT 5
November 17, 2000
Alpha Technologies Group, Inc.
11990 San Vicente Boulevard
Suite 350
Los Angeles, CA 90049
Ladies and Gentlemen:
We have acted as legal counsel for Alpha Technologies Group, Inc. (the
"Company") in connection with the preparation and filing of the Registration
Statement of the Company on Form S-2 for the registration under the Securities
Act of 1933 of 270,946 shares of common stock, par value $.03 per share, of the
Company (the "Common Stock"). As such counsel, we are familiar with the
Certificate of Incorporation, as amended, and the bylaws, as amended, of the
Company.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a duly organized and validly existing corporation
under the laws of the State of Delaware; and
(2) the 270,946 shares of Common Stock to be registered pursuant to the
Registration Statement have been duly authorized and, when sold as
described in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We are aware that we are referred to under the heading "Legal Matters" in
the Prospectus forming part of the Registration Statement, and we hereby
consent to such use of our name in the Registration Statement and such
Prospectus, and to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
SHAPIRO FORMAN & ALLEN LLP
By: /s/
Robert W. Forman
______________________________
Robert W. Forman
