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EXHIBIT 5.1
Winstead Sechrest & Minick PC
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
November 13, 2000
MigraTEC, Inc.
11494 Luna Road, Suite 100
Dallas, Texas 75234
Gentlemen:
We refer to the Registration Statement on Form SB-2 (File No.
333-44946) filed by MigraTEC, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), on August 31, 2000, and,
Amendment No. 1 thereto filed with the Commission on November 9, 2000 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"), for the purpose of registering under the Securities
Act, 69,090,333 shares of the Company's Common Stock, par value $.001 per share
(the "Shares"), 24,544,044 shares of which (the "Issued Shares") are presently
outstanding and 44,536,289 shares of which (the "Option and Warrant Shares") are
issuable upon the exercise of presently outstanding stock options and warrants,
for possible future sale from time to time by the Selling Securityholders
identified as such in the Registration Statement.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-B under the Securities Act.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction of the Certificate of Incorporation
and Bylaws of the Company, as amended to date, resolutions and minutes of
applicable meetings of the Board of Directors of the Company relating to the
issuance of the Shares and the filing of the Registration Statement and
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MigraTEC, Inc.
November 13, 2000
Page 2
specimen certificates for the Shares, together with such other documents,
corporate records, certificates of public officials and of officers of the
Company and other instruments of the Company as we have deemed relevant for the
purposes of this opinion. Based upon and subject to the foregoing and assuming
the conformity of the certificates representing the Shares to the specimens
thereof examined by us and the due execution and delivery of such certificates,
and the other qualifications and limitations stated in this Opinion Letter and
the Accord, we are of the opinion that the Shares have been duly authorized by
the Company and the Issued Shares are, and the Option and Warrant Shares, if and
when issued, sold and delivered in accordance with, as contemplated by and for
the consideration stated in the authorizing resolutions, will be, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to our
firm under the heading "Legal Matters" in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
/s/ Ted Schweinfurth
