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EXHIBIT 24(3)
June 16, 2000
Dauphin Technology, Inc.
800 East Northwest Highway
Suite 950
Palatine, Illinois 60067
In re Amendment No. 1 to Form S-1 Registration Statement
Gentlemen:
We have acted as counsel to Dauphin Technology, Inc., an Illinois
corporation (the "Company'), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of an Amendment No. 1 to the Registration Statement on Form
S-l (the "Registration Statement") relating to the registration of 33,291,523
Shares of the Company's common stock (the "Shares").
As such counsel, we have examined the Registration Statement and such
other papers, documents and certificates of public officials and certificates of
officers of the Company as we have deemed relevant and necessary as a basis for
the opinions hereinafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us and conformed or photocopies.
Based upon and subject to the foregoing, it is our opinion that the
Shares covered by the Registration Statement have heretofore been legally issued
by the Company and are fully paid and non-assessable and shall continue to be
such when and if sold by the Selling Stockholders.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Constituting a part of the Registration Statement.
Very truly yours,
/s/Rieck and Crotty, P.C.
Rieck and Crotty, P.C.
