Exhibit 5.0
Exhibit 5.0
Opinion of Counsel, David Wagner & Associates, P.C.
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DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counsellors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
January 9, 2001
Board of Directors
XDOGS, INC.
527 Marquette Avenue
21st Floor
Minneapolis, Minnesota 55402
Gentlemen:
We have acted as counsel to XDOGS, INC. (the "Company") in connection with
the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering registration under the Securities Act 1933,
as amended, of the subject shares of the Company's common stock, $.01 par value
per share (the "Shares").
Based upon the foregoing, and assuming that Shares will be issued as set
forth in the Registration Statement, at a time when effective, and that there
will be full compliance with all applicable securities laws involved under the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated pursuant to said Acts, and in
those states in which the Shares may be sold, we are of the opinion that, upon
issuance of the Shares according the Registration Statement and receipt of the
consideration to be paid for the Shares, the Shares will be duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by the beneficiary thereof, once issued as described in
the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our prior written consent. This opinion is based
on our knowledge of the law and facts as of the date hereof. We assume no duty
to communicate with the Company in respect to any matter which comes to our
attention hereafter.
Very truly yours,
By: /s/ DAVID WAGNER & ASSOCIATES, P.C.
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DAVID WAGNER & ASSOCIATES, P.C.
