BLACKBURN & STOLL, LC
Attorneys at Law
77 West 200 South, Suite 400
Salt Lake City, Utah Telephone (801) 521-7900
84101-1609 Fax (801) 521-7965
January 9, 2001
Specialized Health Products International, Inc.
585 West 500 South,
Bountiful, Utah 84010
Re: Legality of Securities to be Registered under
Registration Statement on Form SB-2 (No. 333-52720)
Gentlemen:
This opinion is delivered in our capacity as counsel to Specialized
Health Products International, Inc. (the "Company") in connection with the
Company's registration statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to up to 4,382,120 shares of the Company's common
stock, $.02 par value per share, all of which shares are of Common Stock are
issueable upon exercise of outstanding warrants (the "Warrant Stock").
We have examined the Restated Certificate of Incorporation and
Certificate of Amendment of Certificate of incorporation of the Company on file
with the Secretary of State of the State of Delaware, the Second Amended and
Restated Bylaws of the Company, such records of corporate proceedings of the
Company and certificates of corporate officers of the Company as we have deemed
appropriate for the purposes of this opinion, the Registration Statement and the
exhibits thereto.
The law covered by the opinions expressed herein is limited to the law
of the State of Utah, Delaware General Corporation Law (including statutory
provision and also all applicable provisions of the Delaware Constitution and
reported judicial decision interpreting these laws) and the federal law of the
United States.
Based upon the foregoing, we are of the opinion that:
The shares of Warrant Stock have been authorized for
issuance and reserved by the Company and will be, when issued and
delivered against the exercise price therefore in accordance with the
terms set forth in the Registration Statement and in the warrant
agreements, validly issued, fully paid and nonassessable.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Blackburn & Stoll, LC
