COHNE, RAPPAPORT & SEGAL
525 East 100 South, Fifth Floor
Salt Lake City, UT 84102
(801) 532-266
Fax: (801) 355-1813
August 18, 2000
Board of Directors
Cyclo3pss Corporation
3646 West 2100 South
Salt Lake City, UT 84120
Re: Opinion Letter and Consent
Registration Statement on Form S-3
Gentlemen:
We are acting as Securities Counsel for Cyclo3pss Corporation ("Company")
with respect to the Registration Statement on Form S-3 ("Registration
Statement"), filed by the Company with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
3,573,024 shares of Common Stock ("Common Stock"), $.001 par value, issuable to
the "Selling Stockholder" upon the Selling Stockholder's conversion of a
Convertible Promissory Note
We are of the opinion that the said Common Stock when issued, will be
legally issued, fully paid and nonassessable, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws or equitable principles
relating to or limiting creditors' rights generally.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 and to the reference to us under the caption "Legal
Opinion" in the Prospectus which is a part of the Registration Statement.
Very truly yours,
COHNE, RAPPAPORT & SEGAL
BY: /s/ A. O. Headman Jr.
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A. O. Headman, Jr.
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