EXHIBIT 23.4
June 13, 2000
First Scientific, Inc.
1877 West 2800 South, Suite 200
Odgen, Utah 84401
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration for
resale on a Form S-3 Registration Statement (the "Registration Statement")
of (i) an aggregate of 2,000,000 shares of common stock, $.001 par value
(the "Common Stock") issuable upon the conversion of 4,000 shares of Series
2000-A Convertible Preferred Stock (the "Series 2000-A Preferred Stock");
(ii) an aggregate of 2,000,000 shares of Common Stock issuable upon the
exercise of 2,000,000 Series 2000-A Warrants (the "Series 2000-A Warrants");
and (iii) an aggregate of 3,210,780 shares of Common Stock issued on or
before September 15, 1998.
In such connection, we have examined certain corporate records and
proceedings of the Company, including the proceedings taken in connection
with the authorization and issuance of the securities described above,
including the shares of Common Stock issuable upon the conversion of the
Series 2000-A Preferred Stock and the exercise of the Series 2000-A
Warrants, and the shares of Common Stock issued on or before September 15,
1998 (hereinafter collectively referred to as the "Securities") and such
other investigation as we deemed necessary. Based upon the foregoing, we
are of the opinion that when sold or registered as contemplated by the
Registration Statement, the Securities will be validly issued, fully paid
and nonassessable.
We hereby consent to being named in the Registration Statement and in
the Prospectus constituting a part thereof, as amended from time to time, as
issuer's counsel and the attorneys who will pass upon legal matters in
connection with the issuance or registration of the Securities, and to the
filing of this opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Dwight B. Williams
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Mackey Price & Williams
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EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
First Scientific, Inc.
As independent certified public accountants, we hereby consent to
the use of our report dated March 2, 2000 with respect to the
consolidated financial statements of First Scientific, Inc. and
Subsidiary, and to the use of our report dated June 2, 2000 with
respect to the financial statements of PureSoft Solutions, L.L.C.
incorporated by reference in this Registration Statement on Form
S-3, and consent to the use of our name in the "Experts" section of
this Registration Statement.
/s/ Hansen, Barnett & Maxwell
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HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
June 13, 2000
