DURHAM JONES & PINEGAR, P.C.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
August 14, 2000
BriteSmile, Inc.
490 North Wiget Lane
Walnut Creek, CA 94598
Re: Registration Statement on Form S-3 of BriteSmile, Inc. (the
"Registration Statement")
Dear Sirs:
We have acted as counsel for BriteSmile, Inc., a Utah corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of up to 9,385,113 shares of the
Company's Common Stock, par value $.001 per share, which may be issued to
certain holders (the "Holders") of 5% Subordinated Convertible Notes of the
Company due 2005 (the "Notes"), upon conversion of the Notes pursuant to the
terms thereof, or which may be issued to the Holders upon exercise of certain
Warrants to purchase Common Stock of the Company entered into between the
Company and the Holders. The aggregate of 9,385,113 shares to be registered
under the Act are referred to herein as the "Shares."
In connection with the foregoing, we have examined originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company and other instruments and documents as we have deemed
necessary as a basis for the opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon, it is our opinion that
the Shares described in the above-referenced Registration Statement, when issued
pursuant to the terms of the Registration Statement, the Notes, or Warrants, as
applicable, will be validly issued, fully paid and non- assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
prospectus to be delivered thereunder. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
DURHAM JONES & PINEGAR P.C.
/s/ DURHAM JONES & PINEGAR, P.C.
