EXHIBIT 5
OPINION AND CONSENT OF LAW OFFICE CARL A. GENERES
July 20, 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
(the "Company"), of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission, covering the
registration of up to 3,417,750 shares of the Company's common stock, $0.01 par
value (the "Common Stock") issuable upon exercise of options (the "Options")
granted and to be granted to employees and directors under the Company's 1995
Incentive Stock Option Plan, 1999 Stock Option Plan and 2000 Incentive Stock
Option Plan (collectively the "Plans"). 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, the Articles of Incorporation, as amended and the
Company's Bylaws, as amended, the Plans, the corporate proceedings taken by the
Company in connection with the 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
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 that the shares of common stock of the Company, when issued and sold
upon exercise and in accordance with the terms of the Options, will be validly
issued, fully paid and non-assessable.
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We consent 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 the Company.
Very truly yours,
Law Office of Carl A. Generes
By:/s/ Carl A. Generes
Carl A. Generes
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