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EXHIBIT 5.1
September 20, 2000
JMAR Technologies, Inc.
3956 Sorrento Valley Boulevard
San Diego, California 92121
Gentlemen:
I am acting as your counsel in connection with the registration by you under the
Securities Act of 1933 (the "1933 Act") of 229,347 shares of Common Stock of
JMAR Technologies, Inc. (the "Company") authorized for issuance upon the
exercise of warrants ("Warrants"), all of which shares are to be sold by the
selling shareholders (the "Selling Shareholders' Shares"). I am familiar with
the Form S-3 Registration Statement which you have filed with the Securities and
Exchange Commission to register such securities under the 1933 Act.
In rendering this opinion, I have examined and relied upon, among other things,
originals or copies, identified to my satisfaction as being true copies, of the
following: Certificate of Incorporation of the Company, as amended to date;
Bylaws of the Company, as amended to date; and corporate records and other
instruments and documents as were deemed necessary or appropriate for purposes
of this opinion. As to questions of fact material to this opinion, I have, when
the relevant facts were not independently established by me, relied upon the
documents I have examined or upon certificates of officers of the Company. In my
examination of the documents referred to above, I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as
originals and the conformity with the originals of all documents submitted to me
as copies.
I have investigated such questions of law for the purpose of rendering this
opinion as I have deemed necessary. I am an attorney duly admitted and qualified
to practice in the State of California and I express no opinion as to the laws
of any other jurisdiction except United States federal law.
Based on the foregoing, and in reliance thereon, I am of the opinion that (i)
all of the Selling Shareholders' Shares have been duly authorized, (ii) that the
shares of Common Stock issuable upon exercise of the Warrants have been validly
reserved for issuance upon exercise thereof, (iii) upon receipt by the Company
of full payment of the exercise price for the Warrants and delivery of
certificates representing the shares issuable upon said exercise, the shares
issuable upon said exercise will be validly issued, fully paid and
nonassessable.
I consent to the use of this opinion as an Exhibit to the said S-3 Registration
Statement and to the reference to my name under the heading "Legal Matters" in
the Prospectus which forms a part thereof.
Very truly yours,
JOSEPH G. MARTINEZ, ESQ.
Vice President and General Counsel
