XXXXXXX X. XXXXXXX
ATTORNEY AT LAW
0000 Xxxx 0000 Xxxxx, Xxxxx X-000
Xxxx Xxxx Xxxx, Xxxx 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
March 22, 1999
Medisys Technologies, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
Re: Form S-8 Registration Statement
Consulting Agreement for Xxxxxx X. Xxxxxx, Xx.
S.E.C. File No. 0-21441
To the Board of Directors:
I have acted as counsel to Medisys Technologies, Inc., a Utah
corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), of the Company's registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the
Act of shares of the Company's common stock, $.0005 par value
("Common Stock"), which may be issued under a written agreement for
consulting services (the "Agreement").
In rendering this opinion, I have examined the Registration
Statement as well as a copy of the Company's Articles of
Incorporation and all amendments thereto, By-Laws, minutes of
corporate proceedings, and other corporate documents with respect
to the issuance of the Common Stock. I have been furnished with
originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records")
and I have made such other legal and factual examinations and
inquiries as I have considered necessary as a basis for the
opinions expressed herein. In the examination of the Corporate
Records, I have presumed the authenticity of all signatures which
existed on the Corporate Records and have presumed the veracity and
regularity of all Corporate Records. I have also reviewed such
statutes and judicial precedents as deemed relevant and necessary
as a basis for the opinion hereinafter expressed.
As to the question of fact material to this opinion letter, I
have relied upon the representations and warranties, certificates
of and conversations and correspondences with, officers and
representatives of the Company. Based upon the foregoing, I am of
the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Utah.
2. The shares of Common Stock subject to the Registration
Statement have been legally and validly authorized under
the Articles of Incorporation and, when issued and sold
in accordance with the terms of the Agreement and the
manner contemplated by the Registration Statement, will
be duly and validly issued and outstanding, fully paid
and nonassessable.
This opinion is limited to the laws of the State of Utah and
the Utah Revised Business Corporation Act and no opinion is
expressed with respect to the laws of any other jurisdiction.
I further consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without the prior written consent
of the undersigned. This opinion is based on my knowledge of the
law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my
attention hereafter.
Yours truly,
Xxxxxxx X. Xxxxxxx
:ae
