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EXHIBIT 5.00
[LETTERHEAD OF KUTAK ROCK LLP]
October 20, 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 1,802,213 shares of
common stock, $.0001 par value per share (the "Common Stock"), warrants to
purchase 180,000 shares of Common Stock (the "Initial Warrants"), approximately
514,580 shares of Common Stock upon the conversion of $1,500,000 of the
Company's 6% Convertible Debentures, (the "Initial Debentures"), a conditional
warrant (the "Conditional Warrant") to purchase 250,000 shares of common stock
(the "Additional Warrants"), warrants to purchase 50,000 shares of common stock
(the "Subsequent Warrants") and 857,633 shares of common stock issuable upon
conversion of $2,500,000 in principal amount of its 6% convertible debentures
(the "Additional Debentures"), which may be sold from time to time by the
selling stockholders and warrant holders identified in the Company's
registration statement on Form S-3 filed with the Securities and Exchange
Commission ("SEC") on or about February 25, 2000, as amended by Post Effective
Amendment No. 1 thereto. 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 Initial
Warrants, the Additional Warrants, the Subsequent Warrants, the Conditional
Warrant and the Common Stock issuable upon the exercise and conversion of the
Initial Warrants, the Subsequent Warrants, the Additional Warrants, the
Conditional Warrant, the Initial Debentures and the Additional Debentures are
collectively referred to herein 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
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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.
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 the Offered Securities when sold will be legally issued,
fully paid and nonassessable.
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
