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EXHIBIT 5.1
Owen M. Naccarato
Attorney at Law
19600 Fairchild, Suite 260
Irvine, CA 91612
Office: (949) 851-9261 Fax: (949) 851-9262
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January 4, 2000
Imaging Technologies Corporation
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentleman:
I have acted as counsel for Imaging Technologies Corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, as amended,
(the "Registration Statement"), relating to 8,091,000 shares of the Company's
common stock, $.005 par value, (the "common stock"), issuable pursuant to the
Amended 2001 Employee Compensation Plan.
I have examined the Certificate of Incorporation, as amended, and the By-
Laws of the company and all amendments thereto, the Registration Statement and
originals, or copies certified to my satisfaction, of such records and meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, and such other documents and instruments as in my
judgement are necessary or appropriate to enable me to render the opinions
expressed below.
Based on the foregoing examination, I am of the opinion that the shares of
Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Owen Naccarato
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Owen Naccarato, Esq.
