(23) CONSENT OF EXPERTS AND COUNSEL--OPINION OF COUNSEL
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GERALD A. KAUFMAN
ATTORNEY AT LAW
33 WALT WHITMAN ROAD
SUITE 233
HUNTINGTON STATION, NEW YORK 1 1746
TELEPHONE (631) 271-2055
FAX (631) 271-2488
August 10, 2000
First Montauk Securities Corp.
328 Newman Springs Road
Red Bank, NJ 07701
Gentlemen:
I have acted as counsel to Net/Tech International, Inc., a Delaware
Corporation (the "Company"), in connection with the offering by you on behalf of
the Company of an aggregate of 3,000,000 shares of common stock, par value $.01
per share (the "Common Stock"). The Common Stock will be offered pursuant to a
Placement Agency Agreement dated May 2, 2000 (the "Agreement") between you and
the Company. Unless expressly set forth herein to the contrary, all capitalized
terms set forth herein shall have the same meaning as ascribed to them in the
Agreement. The term "Company" includes only Net/Tech International, Inc. and
does not include Results Oriented Integration Corporation d/b/a ROI Corporation.
I have examined copies of the Offering Documents (as defined in the
Agreement). As such counsel, I have made such examination of law, have examined
originals as copies certified or otherwise authenticated to my satisfaction, of
all such records, agreements and other instruments, certificates and orders of
public officials, certificates of officers and representatives of the Company,
including the transfer agent for its Common Stock and other documents that I
have deemed necessary to render the opinions hereinafter set forth. In addition,
as such counsel, I have participated in limited conferences with officers of the
Company and received such certificates, statements, information and assurances
as to matters of fact as I have deemed necessary in order to render the opinions
hereinafter set forth; however, 1 am not, except as hereinafter expressly
stated, passing upon and do not assume responsibility for the accuracy,
completeness of fairness of the statements contained in the Offering Documents
as I have not participated in the preparation of the Offering Documents nor have
I independently
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verified any such information. Furthermore, except as hereinafter expressly set
forth, I express no opinion whatsoever with respect to the financial statements
and other financial or statistical data included in the Offering Documents.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
the original thereof of all documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to such opinion, I have relied, to the
extent that relevant facts were not independently established by me and to the
extent I deemed reliance proper, on certificates of public officials and
certificates, oaths and declarations of officers and other representatives of
the Company, upon which 1 have no reason to believe that I and you are not
entitled to so rely, and on the statements of fact contained in the Offering
Documents.
I note that I am a member of the bar of the State of New York and am not
conversant in the laws of any other jurisdiction or any matters relating to
intellectual property law including those relating to patents and patent
applications.
Based upon the foregoing, I hereby advise you that in my opinion:
(i) the Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware, with full corporate power
and authority to own, lease, license, and use its properties and assets and to
conduct its business in the manner described in the Offering Documents and is
duly qualified to do business and is in good standing as a foreign corporation
in every jurisdiction in which its ownership, leasing, licensing, or use of
property and assets or the conduct of its business makes such qualification
necessary (except where the failure to so qualify would not have a material
adverse effect upon the Company or its business);
(ii) the Company has, as of the date hereof, an authorized, and, to the
best of my knowledge, outstanding capitalization as set forth in the Offering
Documents. Each issued and outstanding share of Common Stock is validly
authorized, validly issued, fully paid, and nonassessable, with no personal
liability attaching to the ownership thereof solely by being such a holder to my
knowledge or as set forth on a schedule hereto has not been issued and is not
owned or held in violation of any preemptive right of stockholders. To the best
of my knowledge, there is no commitment, plan, or arrangement to issue, and no
outstanding option, warrant, or other right calling for the issuance of, any
share of capital stock of the Company or any security or other instrument which
by its terms is convertible into, exercisable for, or exchangeable for capital
stock of the Company, except as may be properly described in the Offering
Documents in this Agreement or in a schedule hereto. To the best of my
knowledge, there is outstanding no security or other instrument which by its
terms is convertible into or exchangeable for capital stock of the Company,
except as may be properly described in the Offering Documents or in a schedule
hereto;
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(iii) to the best of my knowledge, there is no litigation, arbitration,
claim, governmental or other proceeding (formal or informal), or investigation
pending or threatened with respect to the Company or any of its operations,
businesses, properties, or assets except as may be properly described in the
Offering Documents, in this Agreement or in a schedule hereto or such as
individually or in the aggregate do not now have and will not in the future have
a material adverse effect upon the operations, business, properties, or assets
of the Company or which could materially adversely affect the transactions or
other acts contemplated by this Agreement or the validity or enforceability of
this Agreement;
(iv) to the best of my knowledge, the Company is not in violation or breach
of, or in default with respect to, complying with any provision of any contract,
agreement, instrument, lease, license, arrangement, or understanding known to me
and which is material to the business of the Company.
(v) the Company has all requisite corporate power and authority to execute,
deliver, and perform this Agreement, and to consummate the transactions
contemplated hereby. All necessary corporate proceedings f the Company have been
taken to authorize the execution, delivery and performance by the Company of
this Agreement, and the consummation of the transactions contemplated hereby.
This Agreement has been duly authorized, executed, and delivered by the Company,
is the legal, valid and binding obligation of the Company, and is enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application now or hereafter in effect relating to or
affecting the enforcement of creditors' right generally and the application of
general equitable principles in any action, legal or equitable and then except,
as to those provisions relating to indemnity or contribution, such opinion shall
be limited as effected by any Federal or state securities laws regarding
indemnity and/or contribution;
(vi) the Shares conform to all statements relating thereto contained in the
Offering Documents under "Description of the Securities Common Stock". The
Shares, shall be validly authorized, validly issued, fully paid, and
nonassessable, with no personal liability attaching to the ownership thereof and
to the best of my knowledge or as set forth in a schedule annexed hereto shall
not have been issued in violation of any preemptive rights of stockholders;
(vii) assuming the accuracy of the representations and warranties of the
Proposed Investors set forth in the Subscription Agreements and Investor
Questionnaires and the representations and warranties of the Placement Agent set
forth herein, the Offering Documents (except that no independent verification
has been made and no opinion need be expressed as to the financial statements,
related schedules, or other financial data contained therein) comply as to form
in all material respects with requirements of the Act and the regulations
thereunder. To the best of my knowledge, any
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contract, agreement, instrument, lease, license, or document described in the
Offering Documents has been accurately described therein;
(viii) to the best of my knowledge, no modification, rescission,
suspension, or withdrawal of registration or qualification of the Shares, or of
any exemption from such registration of qualification, has been issued and no
proceedings for that purpose have been instituted or threatened (although I have
not participated any such review of exemptions, registrations or
qualifications).
(ix) Having participated in only limited conferences with officers and
other representatives of the Company, I am not passing upon and do not assume
responsibility for the accuracy, completeness or fairness of the statements
contained in the Disclosure Statement. On the basis of the foregoing (relying as
to materiality to a large extent upon the opinions of officers of the Company),
nothing has come to my attention that causes me to believe that the Disclosure
Statement as supplemented or amended at all times up to and including the date
of such opinion, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of circumstances under which they were made, not
misleading (it being understood that I express no opinion or belief with respect
to the financial information or statistical data included in the Offering
Documents);
(x) assuming (which will not be verified) that (i) a proper Form D is filed
in accordance with Rule 503 of Regulation D, (ii) that the offer and the sale of
the Shares by the Placement Agent was made in compliance with Rule 506 of
Regulation D and that the Placement Agent's representations and warranties set
forth herein are true and correct, and (iii) that the representations of the
Prospective Investors in the Subscription Agreements and Investors Questionnaire
signed by them are true and correct (which facts will not be independently
verified by me), the sale of Shares in the Offering is exempt from registration
under the Securities Act of 1933 and is in compliance with Regulation D;
(xi) neither the execution and delivery of this Agreement, the certificates
representing the Shares, nor compliance with the terms hereof or thereof will
(i) conflict with, result in a breach of, or constitute a default under the
Articles or Certificate of Incorporation or By-Laws of the Company, or, to the
best of my knowledge, any material contract, instrument, agreement or document
to which the Company is a party, or by which the assets or properties of the
Company are bound; or (ii) to the best of my knowledge have any material adverse
effect on any permit, certification, registration, approval, consent, license or
franchise (other than Excluded Laws) necessary for the Company to own or lease
and operate any of its properties and to conduct its business or the ability of
the Company to make use thereof as described it) the Offering Documents;
(xii) to the best of my knowledge, there are no material licenses, permits,
certificates, registrations, approvals or consents of any governmental agency,
commission, board, instrumentality or department that are required to be
obtained by
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the Company in order to conduct its business as conducted at the date hereof
which have not been so obtained and the failure to so obtain which would have a
material. adverse effect on the Company's business;
(xiii) to the best of my knowledge and except as disclosed in the Offering
Documents, the issuance of the Shares in the Offering will not give any holder
of any of the Company's outstanding options, warrants or other convertible
securities or rights to purchase shares of the Company's Common Stock or
Preferred Stock, the right to purchase any additional shares of Common Stock
and/or the right to purchase shares at a reduced price.
As stated in rendering such opinion, counsel I have relied (A) as to
matters of fact, to the extent I deem proper, on certificates of responsible
officers of the Company; and (B) to the extent I deem proper, upon written
statements or certificates of officers of departments of various jurisdictions
having custody of Offering Documents respecting the corporate existence or good
standing of the Company, and copies of any such statements or certificates shall
be delivered to counsel for the Placement Agent.
This opinion is rendered pursuant to Section 9(a) of the Agreement solely
for your benefit. No other person or entity shall be entitled to rely hereon
without the express written consent of this firm. You are not authorized to
distribute this opinion or copies hereof to any person or entity for any reason
whatsoever, including but not limited to, any state or federal regulatory
authority, absent any court order requiring such production. In the event. that
you are in receipt of any such order, you agree to immediately notify me. I
assume no obligation whatsoever to advise you of any events subsequent to the
date hereof.
Very truly yours,
/s/ Gerald A. Kaufman
Gerald A. Kaufman
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GERALD A. KAUFMAN
ATTORNEY AT LAW
33 WALT WHITMAN ROAD
SUITE 233
HUNTINGTON STATION, NEW YORK 11746
TELEPHONE (631) 271-2055
FAX (631) 271-2488
August 10, 2000
First Montauk Securities Corporation
328 Newman Springs Road
Red Bank, N7 07701
Gentlemen:
This will supplement my opinion to you of today's date, relating to the
Placement Agency Agreement dated May 2, 2000. All caveats and disclaimers of
that opinion apply to this supplemental opinion.
I did not participate in the drafting or negotiations related to the Plan
and Agreement of Merger and Exchange of Stock dated December 17, 1999, as
amended ("Merger Agreement") entered into, among others, Net/Tech International,
Inc., Net/Tech Acquisition Corporation and Result Oriented Integration
Corporation. However, I did a limited review of the Merger Agreement and
reviewed certain documents utilized in connection therewith.
Based upon the above, it is my opinion that the aforesaid Merger Agreement
and the transactions contemplated therein have been duly authorized and approved
by the shareholders and Board of Directors of Net/Tech International, Inc.
Very truly yours,
/s/ Gerald A. Kaufman
Gerald A. Kaufman
GAK:amc
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POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
ATTORNEYS AT LAW
www.pgfm.com
PLEASE RESPOND: Atlanta Address
Sixteenth Floor Sixth Floor
191 Peachtree Street, N..E., 1001 Pennsylvania Ave., N.W.
Atlanta, Georgia 30303 Washington, D.C. 20004
404-572-6600 202-347-0066
Facsimile 404-672-8999 Facsimile 202-924-7222
Direct Dial: 404.572-6987
E-mail: [email protected]
August 11, 2000
First Montauk. Securities Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Hank, New Jersey 07701
Ladies and Gentlemen:
We have acted as counsel to Results Oriented Integration Corporation, a
Georgia corporation ("ROI") in connection with the transaction contemplated by
that certain Plan and Agreement of Merger and Exchange of Stock by and among
Net/Tech International, Inc., a Delaware corporation ("Net/Tech") Net/Tech
Acquisition Corporation, a Georgia corporation and wholly-owned subsidiary of
Net/Tech (the "Subsidiary"), ROI, Charles A McRoberts, an individual resident of
Georgia, John W. McRoberts, an individual resident of Alabama, and Charles
Pecchio, Jr., an individual resident of Georgia (the "Controlling
Shareholders"), dated as of December 17, 1999, as amended June 8, 2000
(collectively, the "Agreement").
In giving this opinion we have examined originals or documents certified or
otherwise identified to our satisfaction as copies of the originals of only the
following and no other documents, and is giving this opinion have relied on only
the following documents:
1. The Agreement;
2. Unanimous Consent of Directors of ROI to Adoption of Certain Actions
and Resolutions in Lieu of Special Meeting;
3. Unanimous Consent of Shareholders of ROI to Adoption of Certain
Actions and Resolutions in Lieu of Special Meeting.
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to the authentic originals of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the originals
of such documents. We have also assumed, without verifying such
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assumptions, that all documents executed by a party were duly and validly
executed and delivered by such party and are legal, valid and binding
obligations of such party, enforceable against such party in accordance with
their respective terms.
This opinion is limited to the laws of the State of Georgia and applicable
federal law.
Based upon and subject to the foregoing, we are of the opinion that:
1. The directors of ROI have approved, by unanimous consent, the
execution and delivery by ROI of the Agreement and the transactions contemplated
therein; and
2. The shareholders of ROI have approved, by unanimous consent, the
execution and delivery by ROI of the Agreement and the transactions contemplated
therein.
The undersigned expresses no opinion as to any matter other than is
expressly set forth above, and no other opinion is intended to be implied nor
may be inferred herein. This opinion is given as of the date hereof, and it
should be noted that material changes regarding matters of fact and applicable
law may hereafter occur. The undersigned disclaims any undertaking to revise or
supplement the foregoing opinions or to advise you of any change in. the law,
whether b y legislative or regulatory action, judicial interpretation or
otherwise, or of any change of facts as they currently exist or which may
subsequently be brought to the attention of the undersigned. This opinion is
being furnished solely for its benefit and use in connection with the above
transaction. This opinion may not be relied upon by any other person or entity
or for any other purpose without the prior written consent of the undersigned.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
/s/ illegible
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