EXHIBIT 5.1
(Opinion of Blackburn & Stoll, LC)
BLACKBURN & STOLL, LC
Attorneys at Law
77 West 200 South, Suite 400
Salt Lake City, Utah
84101-1609
Telephone (801) 521-7900
Fax (801) 521-7965
June 2, 2000
Flexpoint Sensor Systems, Inc.
6906 South 300 West
Midvale, Utah 84047
Re: Legality of Securities to be Registered under
Registration Statement on Form SB-2 (No. 333-36980)
Gentlemen:
This opinion is delivered in our capacity as counsel to Flexpoint Sensor
Systems, Inc. (the "Company") in connection with the Company's registration
statement on Form SB-2 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to up to 6,006,697 shares of the Company's common stock,
$.001 par value per share (the "Common Stock"), consisting of up to up to
3,760,000 shares of Common Stock issueable upon conversion of convertible
debentures (the "Debenture Stock") in the principal amount of $3,500,000 and
up to 2,246,697 shares of Common Stock issuable upon the exercise of warrants
(the "Warrant Stock"). The Debenture Stock and the Warrant Stock are held by
Aspen Capital Resources, LLC.
We have examined the Certificate of Incorporation, as amended, of the
Company on file with the Secretary of State of the State of Delaware, the
Bylaws of the Company, such records of corporate proceedings of the Company
and certificates of corporate officers of the Company as we have deemed
appropriate for the purposes of this opinion, the Registration Statement and
the exhibits thereto.
The law covered by the opinions expressed herein is limited to the law
of the State of Utah, Delaware General Corporation Law (including statutory
provision and also all applicable provisions of the Delaware Constitution and
reported judicial decision interpreting these laws) and the federal law of
the United States.
Based upon the foregoing, we are of the opinion that:
(A) The shares of Debenture Stock have been authorized for issuance
and reserved by the Company and will be, when issued and delivered against
the conversion price therefor in accordance with the terms set forth in the
Registration Statement and in the debentures, validly issued, fully paid and
nonassessable.
(B) The shares of Warrant Stock have been authorized for issuance
and reserved by the Company and will be, when issued and delivered against
the exercise price therefor in accordance with the terms set forth in the
Registration Statement and in the warrant agreement, validly issued, fully
paid and nonassessable.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the
caption "Legal Matters" and to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Blackburn & Stoll, LC
