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EXHIBIT 5.1
[NEUMAN & DRENNEN, LLC LETTERHEAD]
December 27, 2000
Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
RE: S.E.C. REGISTRATION STATEMENT ON FORM SB-2
REGISTRATION NO. 33-80347; POST EFFECTIVE AMENDMENT NO. 6
REGISTRATION NO. 333-40895; POST EFFECTIVE AMENDMENT NO. 4
REGISTRATION NO. 333-55951; POST EFFECTIVE AMENDMENT NO. 1
REGISTRATION NO. 333-89225; POST EFFECTIVE AMENDMENT NO. 1
Ladies and Gentlemen:
We have acted as legal counsel for Cell Robotics
International, Inc. (the "Company") in connection with the
Company's Post Effective Amendments to the Registration Statements
on Form SB-2 identified above (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and the Prospectus
included as a part of the Registration Statement (the
"Prospectus"), relating to 1,757,051 shares of Common Stock of the
Company (the "Common Stock") and 297,576 Redeemable Common Stock
Purchase Warrants of the Company (the "Redeemable Warrants"). The
Common Stock and Redeemable Warrants may be offered and sold by
the Company and/or by certain selling securityholders of the
Company in the manner set forth in the Registration Statement and
Prospectus.
In connection therewith, we have examined: (a) the
Registration Statement and the Prospectus included therein, as
amended; (b) the Articles of Incorporation and Bylaws of the
Company; and (c) the relevant corporate proceedings of the
Company. In addition to such examination we have reviewed such
other proceedings, documents, and records and have ascertained or
verified such additional facts as we deem necessary or appropriate
for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
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1. The Company has been legally incorporated and is
validly existing and in good standing under the
laws of the State of Colorado.
2. The Common Stock and Redeemable Warrants offered
for resale by the selling securityholders have
been validly and lawfully issued and are fully
paid and nonassessable securities of the Company.
The Common Stock and Redeemable Warrants issuable
by the Company upon exercise of the
Representative Warrants will, upon proper
exercise of the Representative Warrants and
payment therefor as more fully described in the
Registration Statement and Prospectus, be validly
and lawfully issued, fully paid and nonassessable
securities of the Company. The Common Stock
issuable upon exercise of the Redeemable Warrants
will, upon proper exercise of the Redeemable
Warrants and payment therefor as more fully
described in the Registration Statement and
Prospectus, be validly and lawfully issued, fully
paid and nonassessable securities of the Company.
3. 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. In giving this
consent, we do not admit that we come within the
category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ NEUMAN & DRENNEN, LLC
Neuman & Drennen, LLC
