EXHIBIT 5.1
ROTHGERBER JOHNSON & LYONS LLP
SUITE 3000
ONE TABOR CENTER
1200 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 628-9525
June 28, 2000
Global Water Technologies, Inc.
1767 Denver West Boulevard
Golden, Colorado 80401
Gentlemen:
You have requested our opinion as to certain matters arising under
the Delaware General Corporation Act which relate to the 17,693,500
shares of Common Stock underlying outstanding Class A and Class B stock
purchase warrants (the "Warrants") which are described on the cover page
of Registration Statement on Form S-1 (file no. 333-_________) filed by
Global Water Technologies, Inc. (the "Company") with the United States
Securities and Exchange Commission. We have reviewed the Certificate of
Incorporation, as amended, of the Company, the minutes of the Board of
Directors and of the shareholders of the Company, and such other
documents as we consider necessary in order to render this opinion. As a
result of our review, we are of the opinion that, assuming full payment
of the prescribed price upon exercise of the Warrants described in such
Registration Statement, the shares of common stock when issued will be
validly issued, fully paid and non-assessable under the Delaware Business
Corporation Act.
This opinion is limited to the applicability of the Delaware
Business Corporation Act to the issuance of the shares of commons stock
underlying the Warrants. This opinion does not offer or in any way
relate to the applicability of, or compliance by the Company with, any
other law, including any federal or state securities laws, any state
common law or any other federal law.
We consent to your describing this firm as having issued this
opinion in the Prospectus which is a part of the Registration Statement
referenced above.
/s/ ROTHGERBER JOHNSON & LYONS LLP
