Exhibit 5(a)
FOREHT LAST LANDAU MILLER & KATZ, LLP
ATTORNEYS AT LAW
415 MADISON AVENUE
16TH FLOOR
NEW YORK, N.Y. 10017
Phone (212) 935-8880
FACSIMILE (212) 935-5554
INTERNET www.law-org.com
September 21, 2000
Securities and Exchange Commission Re: Startech Environmental Corp.
450 Fifth Street, NW Registration Statement on Form S-1
Washington, DC 20549 File No. 333-35786
Gentlemen:
We refer to the Registration Statement on Form S-1, Registration No.
333-35786 (the "Registration Statement") filed by Startech Environmental
Corporation a Colorado corporation (the "Company"), with the Securities and
Exchange Commission relating to the sale by certain Selling Security Holders of
a Maximum of:
1,684,235 Shares of Common Stock
284,250 Shares of Series A Convertible Preferred Stock
396,464 Warrants
433,268 CDA Warrants
710,625 Shares of Common Stock that may become issuable pursuant to the
anti-dilution provisions of the Preferred Stock conversion formula.
We have reviewed the Certificate of Incorporation and By-Laws of the
Company, as amended, records of certain of the Company's corporate proceedings
as reflected in the Company's minute books and have examined such authorities
and statutes as we have deemed relevant to the opinions set forth hereinafter.
Based upon the foregoing, it is our opinion that:
(A)The shares of Common Stock and the shares of Series A Convertible
Preferred ("Preferred Stock") are, and the shares of Common Stock to be issued
upon the conversion of Preferred Stock, the exercise of the Warrants, and CDA
Warrants will be, when sold in accordance with the terms and conditions set
forth in the Prospectus constituting a part of the Registration Statement,
legally issued, fully paid and non-assessable, all in accordance with laws of
the State of Colorado, the Company's jurisdiction of incorporation.
(B)The options and warrants being offered through the Registration
Statement are legal and binding obligations of the Company under the contract
laws governing option and warrant agreements in the State of Colorado.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus, which forms a part thereof.
Respectfully submitted,
Foreht Last Landau Miller & Katz, LLP
By /s/ Peter Landau,
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Peter Landau
