EXHIBIT 23.4
August 17, 2000
e-automate Corporation
17 North 490 West
American Fork, Utah 84003
Re: Form SB-2 Registration Statement
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration for
resale on a Form SB-2 Registration Statement (the "Registration Statement")
of (i) an aggregate of 1,538,462 shares of common stock, $.001 par value
(the "Common Stock"), issuable upon the conversion of 5,000 shares of Series
2000-A Convertible Preferred Stock (the "Series 2000-A Preferred Stock");
(ii) an aggregate of 125,800 shares of Common Stock issuable upon the
conversion of 629 shares of Series 2000-B Convertible Preferred Stock
("Series B Preferred Stock"); (iii) an aggregate of 1,000,000 shares of
Common Stock issuable upon the exercise of 2,000,000 Series 2000-A Warrants
(the "Series 2000-A Warrants"); (iv) an aggregate of 500,000 shares of
Common Stock issuable upon the exercise of the Series 2000-B Warrants; and
(v) an aggregate of 1,000,000 shares of Common Stock issued before July 2,
1999.
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 and Series B Preferred Stock and the exercise of the Series
2000-A and Series 2000-B Warrants, and the shares of Common Stock issued
before July 2, 1999 (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/ Mackey Price & Williams
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Mackey Price & Williams
