KEITH L. POPE, LLC
1000 BOSTON BUILDING
NINE EXCHANGE PLACE
SALT LAKE CITY, UTAH 84111
E-mail: [email protected]
ATTORNEY AT LAW TELEPHONE (801) 531-6686
TELECOPY (801) 531-6690
VOICE MAIL Extension 111
October 6, 2000
Board of Directors
Sensar Corporation
50 West Broadway, Suite 501
Salt Lake City, Utah 84101
Re: Sensar Corporation
Registration Statement on Form S-4
Gentlemen:
We have been engaged by Sensar Corporation (the "Company") to render
our opinion respecting the legality of certain securities to be offered and
issued pursuant to the registration statement on Form S-4 being filed by the
Company with the Securities and Exchange Commission (the "Registration
Statement"). Capitalized terms used but not defined herein have the same
meanings as set forth in the Registration Statement.
In connection with this engagement, we have examined the following:
1. articles of incorporation and bylaws of the Company;
2. the Registration Statement; and
3. minutes of meetings and unanimous consents of the
Company's board of directors.
We have reviewed such other corporate records and documents and have
made such other examination as we deemed relevant.
Based upon the above examination, we are of the opinion that the Common
Stock to be issued pursuant to the Registration Statement will be, when issued
in accordance with the terms set forth in the Registration Statement, legally
issued, fully paid, and nonassessable under the Delaware General Corporation
Law, the applicable provisions of the Delaware Constitution, and reported
judicial decisions from Delaware courts interpreting the foregoing laws.
This firm consents to this opinion being filed as an exhibit to the
Registration Statement and to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
Sincerely yours,
/s/ Keith L. Pope, LLC
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KEITH L. POPE, LLC
KLP:pjc
