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Exhibit 5.1
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[LETTERHEAD OF LOCKE LIDDELL & SAPP LLP]
September 18, 2000
Direct Dial: (214) 740-8570
e-mail: [email protected]
InsynQ, Inc.
1101 Broadway Plaza
Tacoma, Washington 98402
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for InsynQ, Inc., a Delaware corporation (the
"Company") in connection with the registration, pursuant to a Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended, of
the offering and sale to certain employees of the Company of up to 16,675,300
shares of the Company's Common Stock, $.001 par value (the "Common Stock"),
which may be issued in connection with the exercise of certain rights
(collectively, the "Options") granted under the Company's 2000 Long Term
Incentive Plan (the "LTIP").
In such capacity we have examined the corporate documents of the Company,
including its Certificate of Incorporation, its By-laws, and resolutions adopted
by its board of directors and committees thereof. We have also examined the
Registration Statement, together with the exhibits thereto, and such other
documents which we have deemed necessary for the purposes of expressing the
opinion contained herein. 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 du execution and delivery of
all documents where due execution and delivery are a requisite to the
effectiveness thereof.
Based upon our examination of such documents and the investigations of
such matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that on the basis of
the foregoing, assuming with respect to shares of Common Stock issued under the
LTIP after the date hereof (A) the receipt of proper consideration for the
issuance thereof in excess of the par value thereof, (B) the availability of a
sufficient number of shares of Common Stock authorized by the Company's
Certificate of Incorporation then in effect, (C) compliance with the terms of
any agreement entered into in connection with any options or restricted stock
under the LTIP, and (D) no change occurs in the applicable law or the pertinent
facts, the shares of Common Stock purchasable upon the exercise of any option
granted under or issued upon the awarding of any restricted stock under the LTIP
will upon issuance by duly authorized and validly issued, fully paid and
nonassessable.
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We are expressing the opinions above as members of the Bar of the State of
Texas and we express no opinion as to any laws other than the laws of the State
of Texas and, to the extent relevant to the opinions herein, the General
Corporation Law of the State of Delaware. You should be aware that we are not
admitted to the practice of law in the State of Delaware, and any opinion herein
as to the laws of such state is based solely on the most recent unofficial
compilation of the corporate statues of the State of Delaware available to us.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Lisa A. Genecov
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Lisa A. Genecov
