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EXHIBIT 5.1
[NEUMAN & DRENNEN, LLC LETTERHEAD]
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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