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EXHIBIT 5.00
[LETTERHEAD OF KUTAK ROCK LLP]
November 17, 2000
Nanopierce Technologies, Inc.
370 - Seventeenth Street, Suite 3580
Denver, Colorado 80202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Nanopierce Technologies, Inc., a Nevada
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of up to $150,000,000 in (a)
shares of common stock, $.0001 par value per share (the "Common Stock"), (b)
shares of preferred stock, $.0001 par value per share (the "Preferred Stock"),
(c) warrants to purchase shares of Common Stock and/or Preferred Stock (the
"Warrants"), and (d) debt securities that may be convertible into shares of
Common Stock or Preferred Stock ("Debt Securities"), which may be sold from time
to time pursuant to the registration statement on Form S-3 filed with the
Securities and Exchange Commission ("SEC") on or about November 17, 2000. Such
registration statement and the related prospectus on file with the SEC at the
time such registration statement becomes effective (including financial
statements and schedules, exhibits and all other documents filed as a part
thereof or incorporated therein) are herein called, respectively, the
"Registration Statement" and the "Prospectus." The Common Stock, the Preferred
Stock, the Debt Securities and the Warrants offered pursuant to the Prospectus
are hereinafter referred to as the "Offered Securities."
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Articles of Incorporation, Bylaws
and corporate minutes as we deemed necessary to the performance of our services
and to render this opinion. We have also examined and are familiar with the
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, corporate records and other instruments as we have deemed
necessary for the preparation of this opinion. In expressing this opinion, we
have relied, as to any questions of fact upon which our opinion is predicated,
upon representations and certificates of the officers of the Company.
In giving this opinion, we assumed:
(a) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
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(b) the conformity to originals and the authenticity of all documents
supplied to us as certified, photocopied, conformed or facsimile copies and
the authenticity and completeness of the originals of any such documents;
and
(c) the proper, genuine and due execution and delivery of all
documents by all parties to them and that there has been no breach of the
terms thereof.
Based upon the foregoing and subject to the qualifications set forth above,
and assuming (i) that the Registration Statement has become effective under the
Act; (ii) that all required actions are taken and conditions satisfied with
respect to the issuance of certain Offered Securities as specified in the
Prospectus; and (iii) consideration is received for such Offered Securities, we
are of the opinion that (x) the Offered Securities (other than the Debt
Securities) when sold will be legally issued, fully paid and nonassessable and
(y) the Debt Securities will, upon the issuance and sale thereof in the manner
referred to in the Registration Statement, constitute legally valid and binding
obligations of the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the use of our name in the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the SEC promulgated pursuant thereto.
Very truly yours,
/s/ Kutak Rock LLP
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Kutak Rock LLP
