EXHIBIT 5. OPINION OF COUNSEL
WEED & CO., L.P.
4695 MacARTHUR COURT, SUITE 1450
NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
WRITER'S DIRECT NUMBER
(949) 475-9086 ext. 6
October 26, 2000
Board of Directors
Orbit Technologies, Inc.
5950 La Place Court, Suite 140
Carlsbad, CA 92008
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for Orbit Technologies, Inc., a Delaware
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a registration statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of 200,000 shares
of Common Stock, $.01 par value (the "Common Stock") to Consultants of the
Company, in consideration for services performed and to be performed on behalf
of the Company under the terms and conditions of that certain Fee Agreement for
Professional Services (the "Agreement").
As special counsel for the Company, I have examined the Company's Articles of
Incorporation, bylaws, minute book, and certain other corporate records. For the
purpose of the opinions expressed below, I have also examined the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the Common Stock in this
offering.
In arriving at the opinions set forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my satisfaction, of
corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
I am of the opinion that:
1. The Company has been duly incorporated and validly exists as a corporation in
good standing under the laws of the State of Delaware, the jurisdiction of its
incorporation.
14
<PAGE>
2. The terms and provisions of the Common Stock conform to the description
thereof contained in the Registration Statement, and the form of the stock
certificates used to evidence the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and the sale
of the shares of Common Stock in this offering has been duly and validly
authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Agreements will be duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
Very truly yours,
/S/ Richard O. Weed
---------------------------
Richard O. Weed
