Rosenfeld & Kaplan, L.L.P.
(A Limited Liability Partnership
Including Professional Corporations)
Attorneys at Law
489 Fifth Avenue
29th Floor
New York, New York 10017
TEL(212) 883-0100
FAX (212) 883-0101
September 29, 2000
VersaTech, Inc.
300 Keystone Street
Hawley, Pennsylvania 18428
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by VersaTech, Inc.
("Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act") relating to
an aggregate of 332,910 shares of the Common Stock of the
Company, par value $.0003 per share (the "Shares") to be issued
to the individuals named in a Consent of the Company's Board
of Directors dated September 29, 2000. You have represented to us
that each of the listed individuals has provided bona-fide
services to the company which are not connected in any manner to
the offer or sale of a security in a capital raising transaction
and which did not, either directly or indirectly, promote or
maintain a market for VersaTech's securities.
As counsel for the Company, we have examined such
corporate records, documents and such question of law as we have
considered necessary or appropriate for purposes of this opinion
and, upon the basis of such examination, advise you that in our
opinion, all necessary corporate proceedings by the Company have
been duly taken to authorize the issuance of the Shares and that
the Shares being registered pursuant to the Registration
Statement, when issued will be duly authorized, legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and the reference to this
firm therein. In giving this consent, we do not admit that we
are in the category of persons whose consent is required under
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Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ ROSENFELD & KAPLAN, LLP.
ROSENFELD & KAPLAN, LLP.
