<PAGE> 1
EXHIBIT 5.1
OPINION REGARDING LEGALITY
November 6, 2000
MigraTEC, Inc.
Attn: T. Ulrich Brechbuhl,
President and Chief Financial Officer
11494 Luna Road, Suite 100
Dallas, Texas 75234-9421
Re: MigraTEC, Inc. Long-Term Incentive Plan
Dear Gentlemen:
We have acted as counsel for MigraTEC, Inc., a Delaware corporation
(the "Corporation"), in connection with the issuance by the Corporation of up to
7,000,000 shares of common stock (the "Shares"), $.001 par value per share, of
the Corporation pursuant to the Corporation's Long-Term Incentive Plan, as
amended and restated, and the Corporation's Registration Statement on Form S-8
being filed with the Securities and Exchange Commission on November 6, 2000
(the "Registration Statement"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Registration
Statement.
We have examined originals, or copies identified to our satisfaction as
being true copies, of (a) the Corporation's Certificate of Incorporation, (b)
the Corporation's Bylaws, as currently in effect, (c) minutes of meetings or
unanimous consents in lieu of meetings of the Corporation's board of directors
and shareholders, certificates of the Corporation and public officials and
statutes as we have deemed necessary for the purpose of this opinion.
Based upon such examination and in reliance thereon, we are of the
opinion that the Shares will, upon issuance in accordance with the terms
contemplated in the Corporation's Long-Term Incentive Plan, including receipt
prior to the issuance by the Corporation of the full consideration for the
Shares, and this Registration Statement, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the references to this Firm in the Registration
Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ TED SCHWEINFURTH
-------------------------------------
Ted S. Schweinfurth
