Exhibit 5.1 Opinion of Steven D. Adler, P.C. (regarding legality).
LAW OFFICES OF STEVEN D. ADLER, P.C.
5420 S.W. Westwood View
Portland, Oregon 97201-2770
Telephone: (503) 293-9000
Facsimile: (503) 293-9013
Email: [email protected]
December 29, 2000
To the Board of Directors
of Tessa Complete Health Care, Inc.
Gentlemen:
We have acted as counsel for Tessa Complete Health Care, Inc. ("Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, covering 390,625 shares of
Company's Common Stock, par value $0.02 per share (the "Shares"), issuable
pursuant to that certain Employment Agreement by and between Company and Robert
C. Flippin, dated January 3, 2000 (the "Plan"). We have reviewed the corporate
action of Company in connection with this matter and have examined and relied
upon such documents, corporate records, and other evidence as we have deemed
necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued and sold pursuant to the Plan, legally issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STEVEN D. ADLER, P.C.
