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EXHIBIT 5.1 - Opinion of Arnold Y. Steinberg, P.C.
ARNOLD Y. STEINBERG, P.C.
ATTORNEY AND COUNSELOR AT LAW
1420 CENTER AVENUE
SUITE 1711
PITTSBURGH, PA 15219
Telephone (412) 434-1190
Telecopier (412) 434-1195
September 15, 2000
Conectisys Corporation
Attn: Robert A. Spigno
24307 Magic Mountain Parkway, Suite 41
Valencia, CA 91355
Ladies and Gentlemen:
We have acted as special counsel to Conectisys Corporation (the "Company") to
render a legal opinion regarding its Form S-8 Registration Statement to be filed
with the Securities and Exchange Commission concerning its plan to issue its
Common Stock, $.001 par value, to consultants to the Company and certain other
persons.
In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
agreements, instruments and documents of the Company,
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certificates of public officials and of officers of the Company, and such other
certificates, documents and records, and have made such other investigations, as
we have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. As to questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon such certificates
of public officials and of such officers, such other certificates, documents and
records, and upon the representations of such parties. In addition, we have
assumed: (i) the genuineness of all signatures on all documents seen or reviewed
by us, ii) the authenticity of documents submitted to us as originals, and (iii)
the conformity with the original and certified copies of all documents submitted
to us as copies and the authenticity of the originals thereof. We have also
examined such matters of law and such additional matters of fact as we consider
necessary or appropriate in connection with the opinions hereinafter expressed.
Based on and subject to the foregoing, it is our opinion that:
1. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado; and
2. Assuming the accuracy of the documents, representations and warranties of the
Company, the offer, issuance and sale of the Common Stock of the Company to
consultants and certain other persons under the terms and provisions of
consulting agreements and other contracts will have been duly authorized and
validly issued and will be fully paid and nonassessable.
The opinions expressed herein are solely for your benefit in connection with the
Form S-8 Registration Statement of the Company and may not be relied upon in any
manner or for any purpose by any other person or entity without the prior
written consent of this firm.
Very truly yours,
/s/ ARNOLD Y. STEINBERG, P.C.
Arnold Y. Steinberg
