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NEUMAN & DRENNEN, LLC
Attorneys at Law
TEMPLE-BOWRON HOUSE
1507 PINE STREET Englewood Office
BOULDER, COLORADO 80302 5445 DTC Parkway
Telephone: (303) 449-2100 Penthouse 4
Facsimile: (303) 449-1045 Englewood, CO 80111
Clifford L. Neuman, P.C. Tel:(303) 221-4700
E-mail: [email protected] Fax: (303) 488-3454
May 26, 2000
Guardian Technologies International, Inc.
22570 Markey Court
Dulles, Virginia 20166-8901
Ladies and Gentlemen:
We have acted as legal counsel for Guardian Technologies International,
Inc. (the "Company") in connection with the Company's Registration Statement
on Form SB-2 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, and the Prospectus included as a part of the Registration Statement
(the "Prospectus"), relating to 3,900,000 shares of Common Stock, $.10 par
value per share (the "Common Stock"). The Common Stock may be offered and
sold by certain selling stockholders of the Company in the manner set forth in
the Registration Statement and Prospectus. The Common Stock was issued to the
Selling Stockholders in a private placement, or will be issued to them upon
their exercise of certain warrants of the Company.
In connection therewith, we have examined: (a) the Registration
Statement and the Prospectus included therein, as amended; (b) the Articles of
Incorporation and Bylaws of the Company; and (c) the relevant corporate
proceedings of the Company. In addition to such examination we have reviewed
such other proceedings, documents, and records and have ascertained or
verified such additional facts as we deem necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing
under the laws of the State of Delaware.
2. The Shares and the shares of Common Stock into which the Warrants
are exercisable, upon issuance and payment therefor, as contemplated
by the Registration Statement and Prospectus, will be validly
issued, fully paid, and nonassessable.
3. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus. In giving this consent,
we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ David H. Drennen
NEUMAN & DRENNEN, LLC
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