Exhibit 5.01
[letterhead of Whitaker, Chalk, Swindle & Sawyer, L.L.P.]
November 13, 2000
Corzon, Inc.
1087 Broad Street, Suite 402
Bridgeport, Connecticut 06604
Re: Corzon, Inc. Amendment No. 1 to Registration Statement on Form SB-2, No.
333-47856 (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel to Corzon, Inc., a Texas corporation (the
"Company"), in connection with the opinions given herein for filing with the
Registration Statement under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the registration of 42,996,594 shares of
the Company's common stock, $.01 par value per share (the "Common Stock")
including a certain number of such securities issued or issuable, upon exercise
by holders of certain warrants to purchase shares of Common Stock and issued
pursuant to the acquisition of certain businesses (such Common Stock, the
"Company Shares").
This opinion is furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-B under the Act.
In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Amendment No. 1 to
Registration Statement on Form SB-2; (ii) the Company's Articles of
Incorporation, as presently in effect and (iii) the forms of Warrant to Purchase
Common Stock of the Company issued to Sterling Capital, LLC. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as forms of executed documents, certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents, we have assumed that all
parties had, the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of Texas, and we do not
express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the Company
Shares (other than the shares to be issued upon exercise of the warrant
referenced above) have been duly authorized by the Board of Directors of the
Company and are validly issued, fully paid and nonassessable, and when the
certificates evidencing the applicable Company Shares shall have been duly
issued in exchange for the consideration specified in and as contemplated in the
warrant referenced above, such Company shares will be duly authorized, validly
issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Whitaker, Chalk, Swindle & Sawyer, L.L.P.
/s/ Wayne M. Whitaker
Wayne M. Whitaker, Partner
