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Exhibit 5.1
RESCH POLSTER ALPERT & BERGER LLP
10390 SANTA MONICA BOULEVARD, FOURTH FLOOR
LOS ANGELES, CALIFORNIA 90025
(310) 277-8300
August 31, 2000
GreyStone Digital Technology, Inc.
4950 Murphy Canyon Road
San Diego, CA 92123
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 2,750,000 shares of Common Stock, $0.001 par
value, of GreyStone Digital Technology, Inc., a Delaware corporation (the
"Company"), which are the subject of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), which shares (the "Shares") may be offered and sold by certain officers,
directors and employees of GreyStone Digital Technology, Inc. under its 1991
Stock Option Plan and 1994 Stock Option and Stock Bonus Plan (the "Plans"), as
well as certain non-statutory stock options that have been issued by the Company
outside of a plan.
We have examined originals, or photostatic or certified copies, of the
Registration Statement, the Restated Certificate of Incorporation and Bylaws, as
amended, and such records of the Company, certificates of officers of the
Company and of public officials and such other documents as we have determined
relevant and necessary as the basis for the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such copies.
Based upon our examination mentioned above, we are of the opinion that
the Shares have been validly authorized for issuance and, when (a) the
Registration Statement has become effective under the Act, (b) the Shares have
been issued and sold in accordance with the terms set forth in the Registration
Statement and in the Plan, including, in the case of Shares issued pursuant to
the exercise of options issued under the Plan, payment has been made for the
underlying Shares, and (c) the pertinent provisions of any applicable state
securities laws have been complied with, the Shares so issued will be legally
issued and will be fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm appearing on the cover of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ RESCH POLSTER ALPERT & BERGER LLP
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Resch Polster Alpert & Berger LLP
