EXHIBIT 5.01
KUTAK ROCK LLP Atlanta
Suite 2900 Chicago
717 Seventeenth Street Kansas City
Denver, Colorado 80202-3329 Lincoln
303-297-2400 Little Rock
Facsimile 303-292-7799 Newport Beach
Oklahoma City
www.kutakrock.com Omaha
Pasadena
Richmond
Scottsdale
Washington
November 21, 2000
Board of Directors
Nanopierce Technologies, Inc.
370 Seventeenth Street, Suite 3580
Denver, Colorado 80202
Gentlemen:
We have acted as counsel to Nanopierce Technologies, Inc. (the "Company")
in connection with the filing of the registration statement on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the 12,500,000 shares of the
Company's common stock, $.0001 par value per share (the "Common Stock"),
issuable pursuant to the Nanopierce Technologies, Inc. 1998 Compensatory Stock
Option Plan and the 2000 Compensatory Stock Option Plan (collectively, the
"Plan").
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;
(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.
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Based upon the foregoing and subject to the qualifications set forth above,
we are of the opinion that the shares of Common Stock, when issued in accordance
with the Plan, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to 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 Commission promulgated pursuant thereto.
Very Truly Yours,
/s/ Kutak Rock LLP
Kutak Rock LLP
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