EXHIBIT 5.1
April 25, 2001
Torque Engineering Corporation
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Re: 1999 Stock Option Plan (the "Plan") and Xxxxxxx Xxxxxxx Employment
Agreement (the "Agreement")
Gentlemen:
We have acted as counsel to Torque Engineering Corporation, a Delaware
corporation ("Torque"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") to register under the
Securities Act of 1933, as amended, 500,000 shares of Torque common stock (the
"Plan Shares") issuable from time to time upon the exercise of options
("Options") granted under the Plan and 35,543 shares of Torque common stock (the
"Xxxxxxx Shares") issuable pursuant to the terms of the Agreement.
In that connection, we have examined executed originals or copies,
certified or otherwise identified to our satisfaction, of the Plan, the
Agreement and such other documents, corporate records and instruments as we have
deemed necessary for the purposes of the opinion expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the Plan Shares,
when issued upon exercise of the Options granted under the Plan and upon payment
of the option exercise price in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable. We also are of the opinion that
the Xxxxxxx Shares, when issued upon the terms stated in the Agreement and upon
rendering of the services stated therein, will be legally issued, fully paid and
nonassessable.
This opinion is limited to the matters expressly stated herein. We
express no opinion concerning the laws of any jurisdiction other than the laws
of the United States and the laws of the State of Delaware. We do not undertake
to advise you of any changes in the opinion expressed herein resulting from
changes in law, changes in facts or any other matters that might occur or be
brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP
