EXHIBIT 5
August 16, 2000
The Board of Directors of EuroGas, Inc.
942 East 7145 South, #101A,
Midvale, Utah 84047
Re: Registration Statement on Form S-3
Gentlemen:
As counsel to EuroGas, Inc., a Utah corporation (the
"Company"), in connection with the Company's Registration
Statement on Form S-3, File No. 333-40262 (the "Registration
Statement") for registration of up to 21,000,000 shares of common
stock of the Company ("Common Stock"), we have examined the
originals or certified, conformed or reproduction copies of all
such records, agreements, instruments and documents as we have
deemed necessary as the basis for the opinion expressed herein.
In all such examinations, we have assumed the genuineness of all
signatures on original or certified copies and the conformity to
original or certified copies of all copies submitted to us as
conformed or reproduction copies. As to various questions of
fact relevant to the opinion hereinafter expressed, we have
relied upon certificates of public officials and statements or
certificates of officers or representatives of the Company and
others.
Based upon and subject to the foregoing, we are of the
opinion that:
A. The up to 12,000,000 shares of Common Stock registered
for offer and sale by the Company, if issued following
authorization of such issuance by the board of directors of the
Company (the "Board"), in accordance with governing resolutions
and documents, and following the receipt of consideration deemed
adequate by the Board, will be legally issued, fully paid and
nonassessable.
B. The 3,700,000 shares of Common Stock issued to Finance
& Credit Development Corporation, Ltd. ("FCDC") and registered
under the Registration Statement and the 100,000 shares of Common
Stock issued to Kukui, Inc. and registered under the Registration
Statement have been legally issued and are fully paid and non
assessable.
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C. The up to 3,000,000 shares of Common Stock that are
issuable upon exercise of the warrant to purchase common stock
granted to FCDC and are registered under the Registration
Statement, when issued in accordance with the terms of such
warrant following receipt of the consideration specified thereby,
will be legally issued, fully paid and nonassessable.
D. The up to 1,000,000 shares of Common Stock issuable
pursuant to the Company's settlement agreement with Stephen Jeu
and Susanna Calvo and registered under the Registration Statement
and the up to 250,000 shares of Common Stock that are issuable
upon exercise of the option to purchase common stock granted to
Stephen Jeu and Susanna Calvo and are registered under the
Registration Statement, when issued in accordance with the terms
of the governing agreements, following receipt of the
consideration specified thereby, will be legally issued,
fully paid and nonassessable.
E. The up to 350,000 shares of Common Stock that are
issuable upon exercise of the option to purchase common stock
granted to Andrew Andraczke and are registered under the
Registration Statement, when issued in accordance with the terms
of the such option following receipt of the consideration
specified thereby, will be legally issued, fully paid and
nonassessable.
F. The up to 250,000 shares of Common Stock that are
issuable upon exercise of the option to purchase common stock
granted to Dr. Gregory Fontana and are registered under the
Registration Statement, when issued in accordance with the terms
of the such option following receipt of the consideration
specified thereby, will be legally issued, fully paid and
nonassessable.
G. The up to 350,000 shares of Common Stock that are
issuable upon exercise of the option to purchase common stock
granted to Armando Ulrich and are registered under the
Registration Statement, when issued in accordance with the terms
of the such option following receipt of the consideration
specified thereby, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of the opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Parr Waddoups Brown Gee & Loveless
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PARR WADDOUPS BROWN GEE & LOVELESS
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