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EXHIBIT NO. 5 & 23
TAYLOR AND ASSOCIATES
2681 East Parleys Way, Suite 203
Salt Lake City, UT 84109
November 2, 2000
Board of Directors
2040 West Broadway
Bloomfield, New Mexico, 87413
Re: Industrial Ecosystems, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have been retained by Industrial Ecosystems, Inc. (the "Company") in
connection with the registration statement (the "Registration Statement") on
Form S-8 to be filed by the Company with the Securities and Exchange
Commission relating to the securities of the Company. You have requested that
we render our opinion as to whether or not the securities proposed to be
issued on the terms set forth in the Registration Statement will be validly
issued, fully paid, and nonassessable.
In connection with this request, we have examined the following:
1. Articles of Incorporation of the Company, and amendments thereto;
2. Bylaws of the Company;
3. Unanimous consent resolutions of the Company's board of directors;
4. The Registration Statement;
5. The non-qualified stock option plan included as an exhibit
to the Registration Statement; and
6. The Sales Representative Agreement dated October 24, 2000.
We have examined such other corporate records and documents and have made such
other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, fully paid, and nonassessable
under corporate laws of the state of Utah.
This opinion is limited in scope to the shares to be issued pursuant to
the Registration Statement and does not cover subsequent issuance of shares to
be made in the future. Such transactions are required to be included in
either a new registration statement or a post-effective amendment to the
Registration Statement, including updated opinions concerning the validity of
issuance of such shares.
Further, we consent to our name, Taylor and Associates, Inc. being included in
the Registration Statement as having rendered the foregoing opinion and as
having represented the Company in connection with the Registration Statement.
Sincerely,
TAYLOR AND ASSOCIATES, INC.
/S/Elliott N. Taylor
