McGlen Micro Inc.
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Exhibit 5.2
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December 2, 1999
Adrenalin Interactive, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Merger Between Adrenalin Interactive, Inc. and McGlen Micro Inc.
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Gentlemen:
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We have acted as counsel to McGlen Micro Inc., a California corporation
("McGlen") in connection with the Agreement and Plan of Merger (the "Agreement")
dated as of April 28, 1999, among McGlen, Adrenalin Interactive, Inc. and
Adrenalin Acquisition Corporation, including the related Schedules, Exhibits and
ancillary agreements (the "Closing Documents").
In rendering the opinions set forth herein, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
the following documents:
(a) The Agreement;
(b) The Articles of Incorporation of McGlen;
(c) The Bylaws of McGlen; and
(d) Such other documents as we have deemed necessary or appropriate as a
basis for the opinions set forth below.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that:
1. McGlen is a corporation duly organized, validly existing and in good
standing under the laws of the State of California and has all necessary power
and authority to execute and deliver the Agreement and to perform its
obligations thereunder. McGlen is authorized to issue 50,000,000 shares of
common stock, no par value, of which to the best of our knowledge, 25,770,000
shares of common stock are issued and outstanding. There are no other
outstanding shares of McGlen's equity securities.
2. The execution and delivery of the Agreement and the Closing Documents by
XxXxxx and the Principal Shareholders as defined in the Agreement and their
performance of the obligations thereunder have been duly and validly authorized
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McGlen Micro Inc.
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by all necessary action on the part of XxXxxx and each Principal Shareholder and
constitute a valid and binding obligation of each enforceable against each of
them in accordance with their respective terms, except as enforcement relating
to or affecting the enforcement of creditors rights generally and the
availability of the equitable remedies that may be subject to general principles
of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, the possible unavailability of
specific performance or injunctive relief and the discretion of the court before
which any proceeding, whether in equity or at law, may be brought.
3. AMT Component, Inc., is a wholly owned subsidiary of McGlen, which is a
corporation duly formed, organized, validly existing and in good standing under
the laws of the State of California.
4. Neither the execution and delivery of the Agreement nor the consummation
by XxXxxx and each principal shareholder of any of the transactions therein
contemplated, or the fulfillment of, or compliance with, the terms and
provisions thereof, will conflict with or result in a violation of any of the
Articles of Incorporation or Bylaws of McGlen or any contract or agreement to
which any of these are subject.
5. Except as disclosed on McGlen's disclosure schedules to the Agreement,
the execution, delivery and performance by XxXxxx of the transactions
contemplated thereby, do not and will not to our knowledge, result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration, lien or other encumbrance) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
license, contract, agreement or other instrument or obligation to which McGlen
is a party or by which any of its properties or assets may be bound; or violate
any law or statute applicable to McGlen or, to our knowledge, any order, writ,
injunction, decree, rule or regulation applicable to McGlen or any of its
properties or assets, except for violations, breaches or defaults which would
not have a Company Material Adverse Effect as set forth in the Agreement.
With respect to the aforementioned documents, we have assumed the
genuineness of all signatures, the authenticity of all items submitted to us as
originals, the conformity with originals of all items submitted to us as copies
and the due authority of all persons executing the same.
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McGlen Micro Inc.
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This opinion is being delivered solely for the benefit of Adrenalin and its
shareholders in connection with the transaction contemplated by the introductory
paragraph to this opinion. Except as may be required by applicable laws and
governmental regulations, it may not be quoted, filed with any governmental
authority or other regulatory agency or otherwise circulated or utilized for any
other purpose without our prior written consent.
Very truly yours,
/s/Xxxx and Xxxxx
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XXXX & XXXXX, LLP
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