EXHIBIT 5, 24
GRAHAM, BRIGHT & SMITH, P.C.
A Professional Corporation
Attorneys and Counselors
Two Lincoln Centre
5420 LBJ Freeway, Suite 300
Dallas, Texas 75240-2384
RICK J. W. GRAHAM FAX 972-770-2156
972-788-5300
November 29, 2000
VIA HAND DELIVERY
-----------------
Mr. William Fossen
Viking Capital Group, Inc.
Two Lincoln Centre
5420 LBJ Freeway
Suite 300
Dallas, Texas 75240
Re: Registration Statement on Amended Form S-8
Dear Bill:
You have requested our opinion as to the legality of the issuance by
Viking Capital Group, Inc. (the "Company") of up to 1,250,000 shares of common
stock (the "Shares") pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") dated the 29th day of November, 2000. As your counsel,
we have reviewed and examined the following:
1. the Articles of Incorporation of the Company, (the
"Articles");
2. the By-Laws of the Company, as certified by the Secretary of
the Company;
3. the Minute Book of the Company;
4. a copy of certain Resolutions of the Board of Directors of the
Company;
5. the Registration Statement;
6. the Employee Benefit Plan; and
7. such other matters as we have deemed relevant in order to form
our opinion expressed below.
In giving our opinion, we have assumed the authenticity of any document
or instrument
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Mr. William Fossen
November 29, 2000
Page 2
submitted to us as an original, the conformity to the original of any document
or instrument submitted to us as a copy and the genuineness of all signatures on
such originals or copies all as submitted by the Company officers. We have also
assumed the truth of any statements made to us by any employee or officer of the
Company.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that the Shares, if issued and sold as described in
the Registration Statement and provided that at least par value is paid for the
Shares, will have been duly authorized, legally issued, fully paid and
non-assessable. We express no opinion as to the laws of any jurisdiction other
than those of the United States of America and the State of Texas. Further, our
opinion is subject to the qualification that no opinion is expressed herein as
to the application of State Securities or Blue Sky Laws. We do not purport to be
admitted to practice in the State of Utah and nothing herein shall be considered
to be an opinion with regard to any laws of that State.
This opinion is furnished by us as counsel to the Company and is solely
for the Company's benefit. Neither the Purchaser of any of the Shares or anyone
else may rely upon this opinion for any reason. Neither this opinion nor copies
hereof may be relied upon, delivered to or quoted in whole or in part to any
governmental agency or other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in the
Registration Statement. In giving our consent, we do not admit that we are
included 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
thereunder.
Very truly yours,
GRAHAM, BRIGHT & SMITH, P.C.
A Professional Corporation
Attorneys and Counselors
By: /s/ Rick J. W. Graham
-------------------------
Rick J. W. Graham
RJWG:kjw
Enclosures
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