Exhibit 5,23
Kevin S. Woltjen, P.C.
Attorney at Law
900 Jackson Street, Suite 600
Dallas, Texas 75202
Telephone: 214-712-5673
Facsimile: 214-712-5674
August 24, 2000
Board of Directors
AmeriResource Technologies, Inc.
4465 South Jones Blvd., Suite1
Las Vegas, Nevada 89103
To the Board of Directors of AmeriResource Technologies, Inc.
AmeriResource Technologies Inc., a Delaware corporation (the "Company"), has
informed Kevin S. Woltjen, P.C. (the "Firm"), of its intention to file on or
about August 16, 2000 a registration statement on Form S-8 under the Securities
Act of 1933, as amended ("Registration Statement"), concerning One Hundred
Million (100,000,000) shares (the "Shares") of its common stock, par value
$0.0001 ("Common Stock"), with the Securities and Exchange Commission ("SEC").
In connection with the filing of the Registration Statement, you have requested
the Firm's opinion regarding the issuance of Common Stock.
You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in filing such reporting requirements with
the SEC and that the Company's board of directors has authorized the filing of
the Registration Statement on Form S-8. Based on the these representations and
to the best of the Firm's knowledge, the Firm is of the opinion that Form S-8 is
a form of registration available to the Company as of the date above. This
Opinion is conditioned upon the above requirements being met.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:
A. The Firm expressly excepts from the opinion set forth herein any opinion
or position as to whether or to what extent a Delaware court, or any other
court, would apply Delaware law, or the law of any other state or
jurisdiction except the federal law of the United States of America, to any
particular aspect of the facts, circumstances and transactions that are the
subject of the opinion herein contained.
B. In rendering this opinion, the Firm assumed that the Company is
satisfying the various substantive requirements of Form S-8. The Firm,
therefore, expressly disclaims any opinion regarding the Company's
compliance with such requirements.
C. The Firm expressly excepts from the opinion set forth herein any opinion
concerning the need for compliance by any party, specifically by the
Company, with the provisions of the securities laws, regulations, and/or
rules of the United States of America, the State of Delaware, or any other
jurisdiction.
D. In expressing the opinion set forth herein, the Firm assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to the Firm by the Company and its representatives.
The Firm assumed the accuracy of all statements of fact contained therein.
The Firm further assumed the genuineness of signatures (both manual and
conformed), the authenticity of documents submitted as originals, the
conformity to originals of all copies, or faxed copies, and the correctness
of all such documents. This opinion is conditioned on all of these
assumptions being correct.
E. The Firm expressly excepts from the opinion set forth herein any opinion
concerning the propriety of any issuance of any shares, and any opinion
concerning the tradability of any shares whether or not issued under the
Registration Statement.
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F. The opinion contained herein are rendered as of the date hereof, and the
Firm undertakes no obligation to advise you of any changes in or any new
developments which might affect any matters or opinions set forth herein,
and the Firm hereby disclaims any such obligation.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement, and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. This Opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without in each instance the Firm's prior written
consent.
Sincerely,
/s/ Kevin S. Woltjen
Kevin S. Woltjen, P.C.
