EXHIBIT 5
OPINION AND CONSENT OF LAW OFFICE CARL A. GENERES
August 2, 2000
Tech Electro Industries, Inc.
275 North Franklin Turnpike, Suite 230
Ramsey, NJ 07446
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Tech Electro Industries, Inc., a Texas
corporation, of a Registration Statement on Form SB-2 with the Securities and
Exchange Commission, including a related prospectus filed with the Registration
Statement covering the registration of up to 13,691,941 shares of the Company's
common stock, $0.01 par value, and on behalf of certain selling stockholders
including: (i) 5,482,581 shares of common stock issuable upon exercise of
certain outstanding warrants, (ii) 2,187,500 shares of common stock issuable
upon exercise of certain outstanding stock options and (iii) 6,021,860 issued
and outstanding shares. This opinion is being furnished in accordance with the
requirements of Item 601(b)(5)(i) of Regulation S-B.
In connection with this opinion, we have examined and relied upon the
Registration Statement, and related Prospectus, the Articles of Incorporation,
as amended and the Company's Bylaws, as amended, the warrants and options, the
corporate proceedings taken by Tech Electro Industries in connection with the
issuance of the warrants and options, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
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render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion (i) that the warrant shares and option shares, when issued and sold in
accordance with the terms of the warrants and options, will be validly issued,
fully paid and non-assessable and (ii) that the outstanding shares are validly
issued, fully paid and non-assessable..
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and to the filing of
this opinion as Exhibit 5 to the Registration Statement. This opinion letter is
rendered as of the date first written above and we disclaim any obligation to
advise you of facts, circumstances, events or developments which hereafter may
be brought to our attention and which may alter, affect or modify the opinion
expressed herein. Our opinion is expressly limited to the matters set forth
above and we render no opinion, whether by implication or otherwise, as to any
other matters relating to Tech Electro Industries, the warrant shares, option
shares or outstanding shares.
Very truly yours,
Law Office of Carl A. Generes
By: /s/ Carl A. Generes
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Carl A. Generes
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