INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 5.1
Consent and Legal Opinion of Xxxxx & Xxxxxx L.L.P.
65
Xxxxx & Xxxxxx L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
January 22, 1997
Securities and Exchange Commission
000 Xxxxx Xxxxxx, X.X.
Washington, D.C. 20549
Re: Intelligent Decision Systems, Inc. Consulting Agreement
Ladies and Gentlemen:
We have acted as counsel to Intelligent Decision Systems, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, relating to the registration of 1,950,000 shares of its Common
Stock, $.001 par value (the "Shares"), issuable pursuant to that certain
Consulting Agreement, dated September 30, 1996, by and among the Company, X.
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, and Xxxxx X. Xxxx (the "Agreement") and related
Non-Statutory Stock Option Agreements (the "Option Agreements").
In that connection, we have examined such documentation, corporate
records, and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Certificate of Incorporation and Bylaws
of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms
of the Agreement and the Option Agreements, will be validly
issued, fully paid, and nonassessable.
This opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Xxxxx & Xxxxxx L.L.P
XXXXX & XXXXXX L.L.P.
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