MICHAEL GOLIGHTLY
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Attorney at Law Telephone: (801) 575-8073 ext 152
Admitted in Texas and Utah Facsimile: (801) 521-2081
September 7, 2000
Board of Directors
CyberAmerica Corporation
268 West 400 South
Salt Lake City, Utah 84101
Re: Form S-8 Registration Statement
Dear Sirs:
CyberAmerica Corporation, a Nevada corporation (the "Company"), has informed me
of its intention to file with the Securities and Exchange Commission ("SEC"), on
or about September 7, 2000, a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"), concerning the
issuance of 500,000 shares (the "Shares") of the Company's common stock, par
value $0.001 ("Common Stock"), pursuant to a Benefit Plan entitled "2000 Stock
Option Plan of CyberAmerica Corporation" (the "Benefit Plan"). In connection
with the filing of the Registration Statement, you have requested my opinion, as
a member of the Law Department of the Company, regarding the validity of the
issuance of such Shares.
This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the"Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and Bylaws;
2. The Registration Statement;
3. The authorization and approval by the Company's Board of Directors of
the Company's Benefit Plan concerning the Shares and Registration
Statement;
4. The Company's most recently filed Form 10-KSB and any subsequently
filed reports on Form 10-QSB; 5. Such other documents as I have deemed
necessary for the purposes of this Opinion.
For the purposes of rendering this opinion, I have assumed that no person or
entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, I express no opinion as to the validity of any of the assumptions,
form or content of any financial or statistical data in the Registration
Statement.
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In expressing the opinion set forth herein, I have assumed the authenticity and
completeness of all corporate documents, records and instruments provided to me
by the Company and its representatives. I have assumed the accuracy of all
statements of fact contained therein. I have assumed that the information
provided to me by the Company is correct and that there are shares available to
be issued pursuant to the Benefit Plan. I have further assumed the genuineness
of signatures (both manual and conformed), the authenticity of documents
submitted as originals, the conformity to originals of all copies or faxed
copies and the correctness of all such documents. This opinion is conditioned on
all of these assumptions being correct.
Based on the above examination and to the best of my knowledge, I am of the
opinion that, when issued and sold, the Shares will be validly and legally
issued; provided, however, that no opinion is rendered under the document
regarding compliance with federal or state securities or blue sky laws. I am of
the further opinion that, when issued and sold, the Shares will be fully paid
and nonassessable. This Opinion is conditioned upon the above requirements being
met.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions and limitations set forth below:
A. Certain of the remedial provisions of the Benefit Plan may be further limited
or rendered unenforceable by other applicable laws and interpretations.
B. I expressly except from the opinion set forth herein any opinion or position
as to whether or to which extent a Utah court or any other court would apply
Utah law, or the law of any other state or jurisdiction, to any particular
aspect of the facts, circumstances and transactions that are the subject of the
opinion herein contained.
C. To the extent any opinion set forth above is qualified by reference to my
knowledge, my knowledge is based solely on my examination of the items set forth
in Paragraphs (1) through (5) above.
D. In rendering the opinion that the shares of Common Stock to be registered
pursuant to the Registration Statement and issued under the Benefit Plan will be
validly issued, fully paid and nonassessable, I assumed that: (1) the Company's
Board of Directors has exercised good faith in establishing the value paid for
the Shares; (2) All issuances and cancellations of the capital stock of the
Company will be fully and accurately reflected in the Company's Stock Records as
provided by the Company's transfer agent; and (3) the consideration, as
determined by the Company's Board of Directors, to be received in exchange for
each issuance of common stock of the Company, has been paid in full and actually
received by the Company.
E. The opinion set forth herein, insofar as it relates to specific agreements or
documents, relates to the specified agreements or documents and to the exhibits
or schedules referred to in this Opinion and attached to such agreements or
documents at the time of my examination of such agreements or documents. Said
opinion does not extend to documents, agreements or instruments referred to in
said agreements or documents (even if incorporated therein by reference), or to
any exhibits, annexes or schedules that are not identified in this Opinion.
F. I expressly except from the opinion set forth herein any opinion concerning
the need for compliance by any party, and in particular by the Company, with the
provisions of the securities laws, regulations and/or rules of the United States
of America, the State of Utah or any other jurisdiction with regard to any other
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issue not expressly addressed herein, which exclusion shall apply, but not be
limited to, the subsequent tradeability of the Shares on either state or Federal
level.
G. I expressly except from the opinion set forth herein any opinion concerning
the adequacy or compliance with any laws, Federal or state, of the Company's
Form S-8 or any of its exhibits not expressly authored by me.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and I hereby consent to the use of it as an exhibit to
the Registration Statement. This Opinion may not be used or relied upon by you
or any other person for any purpose whatsoever, except to the extent authorized
in the Accord, without in each instance my prior written consent.
My opinion is limited to the specific positions expressed above. No other
opinions are intended to be inferred therefrom. This opinion is addressed to and
is for the benefit solely of the Company and no other person or persons shall be
furnished a copy of this opinion or are entitled to rely on the contents herein
without my express written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.
The opinions contained in this letter are rendered as of the date hereof, and I
undertake no, and disclaim any, obligation to advise you of any changes in or
any new developments which might affect any matters or opinions set forth
herein.
Sincerely,
/s/ Michael Golightly
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Michael Golightly
Attorney at Law
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