Exhibit 23.1
Xxxxxx, Xxxxxxx, Xxxxxx & Xxxxxxx LLP
San Francisco Office
A LIMITED LIABILITY PARTNERSHIP Twelfth Floor
INCLUDING PROFESSIONAL CORPORATIONS Xxx Xxxxxxx Xxxxxx
ATTORNEYS AT LAW San Francisco, California
TELEPHONE:(000) 000-0000 Tenth Floor 94104-4405
FACSIMILE:(000) 000-0000 0000 Xxxxxx of the Stars Telephone:(000) 000-0000
Los Angeles, California 90067-5010 Facsimile:(000) 000-0000
Ref./file no.
September 2, 1998 58519-0005
Tech Electro Industries, Inc.
0000 Xxxx Xxxxxx
Xxxxx 000-X
Xxxxx Xxxxxx, XX 00000
Re: Tech Electro Industries, Inc. -
Registration Statement on Form SB-2
Gentlemen:
At your request, we have examined the Registration Statement on Form
SB-2 (the "Registration Statement"), that Tech Electro Industries, Inc. (the
"Company") intends to file with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of: (i) 2,712,398 shares of the Company's common stock, par value
$0.01 per share ("Common Stock"), (ii) 2,150,000 shares of Common Stock
underlying options, (iii) 30,000 shares of Common Stock and 30,000 shares of
Class A Preferred Stock ("Preferred Stock") underlying the Representative's
Purchase Option Units, and the 60,000 shares of Common Stock issuable upon
conversion of such Preferred Stock, and (iv) 30,000 shares of Redeemable Class A
Warrants ("Warrants") underlying the Representative's Purchase Option, and the
31,800 shares of Common Stock issuable upon exercise of such Warrants
(collectively, the "Shares"), to be offered for resale by certain security-
holders of the Company. We are familiar with the actions taken and proposed to
be taken by you in connection with the authorization and proposed issuance and
sale of the Shares.
It is our opinion that when the Registration Statement has become effective
under the Act, and subject to the appropriate qualification of the Shares by the
appropriate authorities of the various states in which the Shares will be sold
and receipt of payment for the Shares, the Shares will be validly issued, fully
paid and non-assessable, and the shares of Common Stock to be sold upon
conversion of the Preferred Stock or exercise of the Warrants and payment
therefor, will constitute validly issued, fully paid and non-assessable shares
of Common Stock of the Company.
We express no opinion as to compliance with the securities or "blue sky" laws of
any state in which the Preferred Stock, Warrants or Common Stock are proposed to
be offered and sold or as to the effect, if any, which non-compliance with such
laws might have on the validity of issuance of such securities.
Xxxxxx, Xxxxxxx, Xxxxxx & Xxxxxxx LLP
Tech Electro Industries, Inc.
September 2, 1998
Page 2
We hereby consent to use of our name under the heading "Legal Opinion" in the
Prospectus forming a part of the Registration Statement and to use of filing of
this opinion as an exhibit to the Registration Statement and to the filing of
this opinion in connection with such filings or applications by the Company as
may be necessary to register, qualify or establish eligibility for an exemption
from registration or qualification of the Shares under the blue sky laws of any
state or other jurisdiction. In giving this consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
The opinions set forth herein are based upon the federal laws of the United
States of America and the laws of the State of California, all as now in effect.
We express no opinion as to whether the laws of any particular jurisdiction
apply, and no opinion to the extent that the laws of any jurisdiction other than
those identified above are applicable to the subject matter hereof.
The information set forth herein is as of the date of this letter. We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.
Respectfully submitted,
/s/ Xxxxxx, Xxxxxxx, Xxxxxx & Xxxxxxx
XXXXXX, XXXXXXX, XXXXXX & XXXXXXX LLP
