Exhibit 23.1
October 20, 2000
Board of Directors
Pollution Research and Control Corp.
506 Paula Avenue
Glendale, California 91201
Gentlemen:
We have acted as counsel to Pollution Research and Control Corp., a
California corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed with the U.S.
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, on or about the date hereof. The Registration Statement
relates to an aggregate of 1,725,788 shares (the "Shares") of the Company's
common stock, no par value per share (the "Common Stock"), including 1,084,081
shares of Common Stock underlying outstanding warrants (collectively, the
"Warrants") and options (collectively, the "Options") that may be issued upon
exercise by the holders of all of the Warrants and Options on or prior to the
various expiration dates thereof commencing on November 4, 2000, through October
20, 2003, and 641,707 shares of Common Stock issued upon the exercise of
warrants or options by the holders on various expiration dates thereof
commencing on February 23 through March 31, 2000, the conversion on June 8,
1999, of certain shares of preferred stock or otherwise. The holders of shares
of Common Stock received upon the exercise of warrants and options on various
expiration dates thereof commencing on February 23 through March 31, 2000, the
conversion on June 8, 1999, of certain shares of preferred stock or otherwise
are hereinafter, collectively, referred to as the "Selling Shareholders."
In connection with this opinion, we have examined the Company's Articles of
Incorporation, as amended; the Company's By-Laws; minutes of the Company's
corporate proceedings, as made available to us by officers of the Company; an
executed copy of such Registration Statement, and all exhibits thereto in the
form filed with the Commission; and such matters of law deemed necessary by us
in order to deliver the within opinion.
In the course of our examination, we have assumed the genuineness of all
signatures, the authority of all signatories to sign on behalf of their
principals, if any, the authenticity of all documents submitted to us as
original documents, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the due execution and
delivery of all documents where due execution and delivery are a prerequisite to
the effectiveness thereof. As to certain factual matters, we have relied upon
information furnished to us by officers of the Company.
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Board of Directors
Pollution Research and Control Corp.
October 20, 2000
Page 2
On the basis of the foregoing, and solely in reliance thereon, we are of
the opinion that the Shares of Common Stock have been duly authorized and, when
issued for consideration received by the Company (i) from the Selling
Shareholders, (ii) upon exercise by the holders of the Warrants and payment of
the exercise price as provided in the Warrants in accordance with the terms
thereof and/or (ii) upon exercise by the holders of the Options and payment of
the exercise price as provided in the Options in accordance with the terms
thereof, the Shares of Common Stock have been or will be validly issued,
fully-paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
CUDD & ASSOCIATES
By: /s/ Patricia Cudd
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Patricia Cudd
