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EXHIBIT 5.0
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September 13, 1995
Applied Research Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxxx 00000
Re: S.E.C. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Applied Research Corporation (the "Company") in
connection with a Registration Statement to be filed with the United Stated
Securities and Exchange Commission, Washington, D.C., pursuant to the Securities
Act of 1933, as amended, covering the registration of an aggregate of 800,000
shares of the Company's $.0005 par value common stock (the "Common Stock") which
may be sold by Xxxxxxx X. Xxxxx, a consultant to the Company ("Xxxxx"), issued
under the Xxxxxxx X. Xxxxx 1995 Consultation Agreement (the "Xxxxx Agreement")
and by Market Visibility, Inc., a consultant to the Company ("MVI"), issued
under the Market Visibility, Inc. 1995 Consultation Agreement (the "MVI
Agreement"). In connection with such representation of the Company, we have
examined such corporate records, and have made such inquiry of government
officials and Company officials and have made such examination of the law as we
deemed appropriate in connection with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws of
the State of Colorado and is validly existing as a corporation in good standing
under the laws of that state.
2. The Company's authorized capital consists of Sixty Million
(60,000,000) shares of Common Stock having a par value of $.0005 each, and forty
million (40,000,000) shares of $.10 par value Preferred Stock.
3. The 800,000 shares of the Company's common stock issued pursuant to
the Xxxxx Agreement and the MVI Agreement (the "Agreements") and which Xxxxx and
MVI propose to sell, were duly and validly authorized, legally issued, fully
paid and nonassessable.
Sincerely,
Xxxxxx X. Xxxxx
NLS:at
