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DURHAM DURHAM XXXXX & XXXXXXX, P.C.
------- 000 Xxxx Xxxxxxxx, Xxxxx 000
XXXXX & X X Xxx 0000
------- Xxxx Xxxx Xxxx, Xxxx 00000
XXXXXXX 801.415.3000
------------- 000.000.0000 Fax
xxx.xxxxxx.xxx
May 1, 2007
Board of Directors
CirTran Corporation
0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
Gentlemen:
We have assisted CirTran Corporation, a Nevada corporation (the "Company"), in
the preparation of the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the registration of 50,000,000 shares of the Company's common stock (the
"Shares") to be issued and sold by Company's 2006 Stock Plan (the "Plan").
We have examined the Company's Certificate of Incorporation, as amended to date,
and the Company's By-Laws, as amended to date, and have examined and relied on
the originals, or copies certified to our satisfaction, of such records of
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors and stockholders of the Company, all as provided to
us by the Company, and such other documents and instruments as in our judgment
are necessary or appropriate to enable us to render the opinions expressed
below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies, (iii) the authenticity of the
originals of the latter document, and (iv) the legal competence of all
signatures to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the State of Utah, and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that when (i) the
Registration Statement becomes effective, and (ii) certificates representing the
Shares are duly executed, countersigned, registered, and delivered upon receipt
of the agreed upon consideration therefor, the Shares will be duly authorized,
validly issued, fully paid and non-assessable.
It is our understanding that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
SALT LAKE CITY | OGDEN | ST. XXXXXX | LAS VEGAS
CirTran Corporation
May 1, 2007
Page 2
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
DURHAM XXXXX & XXXXXXX, P.C.
/s/ Durham Xxxxx & Xxxxxxx, P.C.
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