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EXHIBIT 5.1
OPINION OF CALLISTER NEBEKER & MCCULLOUGH
[CALLISTER NEBEKER & McCULLOUGH LETTERHEAD]
August 14, 2000
(801)530-7456
[email protected]
ALPNET, Inc.
4460 South Highland Drive, Suite 100
Salt Lake City, UT 84124-3543
Ladies and Gentlemen:
We are acting as counsel to ALPNET, Inc., a Utah corporation (the
"COMPANY") in connection with the registration, on a Registration Statement on
Form S-3 (the "REGISTRATION STATEMENT") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of up to $12,000,000
aggregate amount of (i) shares of common stock, no par value (the "COMMON
STOCK"), and (ii) warrants (the "WARRANTS") to purchase Common Stock. The Common
Stock and the Warrants are referred to collectively as the "SECURITIES").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below. In examining the foregoing
documents, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents. As to
various questions of fact material to such opinions, we have relied, to the
extent we deemed appropriate, upon representations, statements and certificates
of officers and representatives of the Company and others.
Based on the foregoing, we are of the opinion that:
(A) When (i) the Board of Directors of the Company (or a duly
authorized committee thereof) has taken all necessary corporate action to
approve the issuance and sale of any shares of Common Stock, and (ii) such
shares have been issued and sold as contemplated in the Registration
Statement, the shares of Common Stock will be duly authorized, validly
issued, fully paid and non-assessable.
(B) When (i) the terms of any Warrants and of their issuance and sale
have been duly established in conformity with the applicable warrant
agreement so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company and
so as to comply with any requirements or restrictions imposed by any court
or governmental body having jurisdiction over the Company, and (ii) such
Warrants have been duly executed and authenticated in accordance with the
applicable warrant agreement and issued and sold as contemplated in the
Registration Statement, the Warrants will constitute valid and legally
binding obligations of the Company, subject to bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium and similar laws relating to or affecting
creditors' rights generally and to general equitable principles, and any
shares of Common Stock issued upon exercise of any such Warrants in
accordance with the terms of the applicable Warrant Agreement will be duly
authorized, validly issued, fully paid and non-assessable.
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The foregoing opinions are subject to, and qualified by, the following
additional conditions:
(1) With respect to the Common Stock, the due authorization for
issuance of such number of shares of Common Stock that are
offered and sold; and
(2) With respect to the Warrants, the due authorization, execution
and delivery by the Company, and by each counterparty thereto, of
each applicable warrant agreement evidencing any of the Warrants
and payment therefore in accordance with the terms of such
authorization.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
CALLISTER NEBEKER & MCCULLOUGH
A Professional Corporation
\s\ Laurie S. Hart
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Laurie S. Hart
