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[FITZGERALD, SCHORR, BARMETTLER & BRENNAN, P.C., L.L.O. LETTERHEAD]
July 28, 2000
Board of Directors
Eco Soil Systems, Inc.
10740 Thornmint Road
San Diego, California 92127
In re: Eco Soil Systems, Inc.:
Registration Statement On Form S-8
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Ladies and Gentlemen:
This firm has been engaged as special counsel to Eco Soil Systems, Inc. (the
"Company") for the limited purpose of providing an opinion as to the status of
the 800,000 shares of the common stock, $.005 par value of the Company (the
"Shares"), to be registered with the Securities and Exchange Commission on Form
S-8 (the "Registration Statement").
In rendering this opinion, we have examined the law and the following documents:
A. The Amended and Restated Articles of Incorporation, as
amended, as certified by the Secretary of State of the State
of Nebraska on June 29, 2000.
B. The Certificate of Existence issued by the Secretary of State
of the State of Nebraska and dated June 29, 2000.
C. A telefaxed copy of the Secretary's Certificate, executed by
Dennis Sentz, as Secretary of the Company (the "Secretary's
Certificate"), with respect to the authorized, outstanding and
reserved shares of the common stock of the Company and the
resolutions of the Board of Directors authorizing the adoption
of the 2000 Employee Stock Option Plan (the "Plan") and the
filing of the Registration Statement.
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July 28, 2000
Page Two
D. A copy of the Registration Statement as proposed to be filed
with the Securities and Exchange Commission.
We have not been engaged nor have undertaken to review the accuracy,
completeness or sufficiency of the Registration Statement, nor with respect to
any other matter not specifically stated in this opinion, and we express no
opinion relating thereto.
As to questions of fact material to our opinion, we have relied upon the
foregoing documents, including the representations of officials of the Company
contained in the above specified documents. We have not undertaken to verify any
of the foregoing by independent investigation and have assumed the authenticity
of the original documents and the conformity of the copies submitted to us to
the authentic original documents. Moreover, we have assumed the legal capacity
for all purposes relevant hereto of all natural persons and that such persons
had the requisite power and authority to execute and deliver such documents and
that the signatures thereon are genuine.
Based upon the foregoing, we are of the opinion that under the Business
Corporation Act in effect on the date hereof in Nebraska, the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan will be validly issued and will be fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the State of Nebraska and we
express no opinion as to matters governed by any laws other than those of the
State of Nebraska nor to any matter not expressly addressed herein.
Our opinion is further subject to the following qualifications and exceptions:
A. The effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar law of general
application governing creditors' rights; and
B. General principles of equity, including (without limitation)
concepts of materiality, reasonableness, good faith and fair
dealing, and other similar doctrines affecting enforceability
of agreements generally.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours very truly,
FITZGERALD, SCHORR, BARMETTLER
& BRENNAN, P.C., L.L.O.
