FOREHT LAST LANDAU MILLER & KATZ, LLP
ATTORNEYS AT LAW
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August 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 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
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:
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.
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
Peter Landau
