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Opinion of Counsel to the Underwriter ¾ One Example
ABLE AND BAKER LLP October 1, 1996
Fox
Securities, Inc., Ladies and Gentlemen: We have acted as your counsel in connection with your purchase as of the date hereof of 5,000,000 shares (the “Shares”) of common stock, $.01 par value, of Koniosis, Inc. (the “Company”) pursuant to the Underwriting Agreement dated March 27, 1991 (the “Underwriting Agreement”) among the Company and Fox Securities, Inc., as representative of the several underwriters named in Schedule I thereto. Capitalized terms which are used herein and are not otherwise defined herein have the meanings assigned to them in the Underwriting Agreement. As such counsel, we have reviewed the corporate proceedings taken by the Company in connection with the transactions contemplated by the Underwriting Agreement, and we have examined copies of such corporate records of the Company, certificates of public officials, certificates of responsible officers of the Company and other documents, and have considered such matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed. As to the various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of responsible officers of the Company and upon certificates of public officials. Based on the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. 2. The Shares have been duly authorized and, when issued and paid for as contemplated in the Underwriting Agreement, will be validly issued, fully paid and non-assessable. 3. The Underwriting Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement and obligation of the Company. In rendering the foregoing opinions, we have assumed, with your concurrence, that the signatures on all executed documents are genuine, all certified copies conform to the originals, all certificates containing relevant facts are correct and certificates for the Shares conform to the specimen thereof examined by us and have been duly registered and countersigned by the registrar and transfer agent for the Stock, assumptions we have not independently verified. We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of Colorado and the State of Delaware. Our opinion in paragraph three above is subject to (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other law of general application affecting creditors’ rights, (b) the effect of general principles of equity and other similar doctrines affecting the enforceability of agreements generally, and (c) insofar as the opinion relates to indemnification provisions, the effect of federal and state securities laws and public policy relating thereto. Although we cannot guarantee the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, on the basis of conferences at which the Registration Statement and the Prospectus were discussed, our examination of the documents referred to in the Registration Statement and the Prospectus, and our investigation forming the basis for the foregoing opinions, nothing has come to our attention that leads us to believe that the Registration Statement, as of the time it became effective under the Act, and the Prospectus or any amendment or supplement thereto, on the date it was filed pursuant to Rule 424(b) under the Act, or any of the documents incorporated by reference therein (other than any statements contained in such incorporated documents which have been modified or superseded in accordance with the Rules and Regulations), as of the date of effectiveness of the Registration Statement or, in the case of documents incorporated by reference in the Prospectus after the date of effectiveness of the Registration Statement, as of the respective dates when such documents were filed with the Commission, or the Registration Statement and the Prospectus or any amendment or supplement thereto, as of the date hereof, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that we express no view as to financial statements, schedules and other financial and statistical information included or incorporated by reference therein). Very truly yours, ABLE AND BAKER
Opinion of Counsel to the Underwriter ¾ Another Example
CHARLES AND DOGGIE LLP October 1, 1996
Fox
Securities, Inc., Gentlemen: This opinion is being furnished to you pursuant to (i) Section 6(h) of the Underwriting Agreement (U.S. Version), dated as of September 25, 1996 (the “U.S. Underwriting Agreement”), among Spinstar, Inc. (the “Company”), Lawrence Flinn, Jr. and Fox Securities, Inc., as representative of the several U.S. Underwriters named in Schedule I thereto (collectively, the “U.S. Underwriters”), relating to the sale by the Company to the U.S. Underwriters of an aggregate of 4,000,000 shares (the “U.S. Shares”) of the Common Stock, par value $.01 per share (“Common Stock”), of the Company and (ii) Section 6 of the Underwriting Agreement (International Version), dated as of November 18, 1993 (the “International Underwriting Agreement”), among the Company, Fox Securities U.K., PLC, (the “International Underwriters”) relating to the sale by the Company to the International Underwriters of an aggregate of 1,000,000 shares (the “International Shares”) of Common Stock. The U.S. Shares and the International Shares are hereinafter collectively referred to as the “Firm Shares.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (Commission File No. 33-778121) under the Securities Act of 1933, as amended (the “Securities Act”), in order to effect the registration of an aggregate of 6,500,000 shares of Common Stock. We have been advised by counsel for the Company that they have received telephonic confirmation from the staff of the Commission that such registration statement has become effective under the Securities Act. As amended at the time it became effective, such registration statement (including all information deemed to be a part of such registration statement pursuant to Rule 430A(b) under the Securities Act) is hereinafter referred to as the “Registration Statement.” Such registration statement includes two forms of prospectuses: a U.S. prospectus for use in connection with an offering in the United States to United States persons and an international prospectus for use in connection with an offering outside the United States to persons other than United States persons. The U.S. prospectus and the international prospectus, each dated September 26, 1996, in the respective forms first filed with the Commission pursuant to Rule 424(b) under the Securities Act, are hereinafter collectively referred to as the “Prospectus.” We have familiarized ourselves with the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as amended to date, and have examined the originals, or copies certified or otherwise identified, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials, representatives of the Company, statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company with respect to the accuracy of the material factual matters contained in such certificates. We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, and that all documents submitted to us as copies are true and correct copies of the originals thereof. On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that: 1. The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Delaware. 2. The Firm Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and sold and delivered to the U.S. Underwriters and the International Underwriters against payment therefor in accordance with the U.S. Underwriting Agreement and the International Underwriting Agreement, will be validly issued, fully paid and non-assessable. 3. Each of the U.S. Underwriting Agreement and the International Underwriting Agreement has been duly authorized, executed and delivered by the Company. 4. The statements made in the Prospectus under the caption “Description of Capital Stock — Common Stock,” insofar as they constitute a summary of the provisions of the Company’s Amended and Restated Certificate of Incorporation and Bylaws and the General Corporation Law of the State of Delaware which relate to the Common Stock, fairly present in all material respects the information called for therein. 5. To our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted and is pending under the Securities Act. We have participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and your representatives at which the contents of the Registration Statement and Prospectus and related matters were discussed. Although we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except for the statements referred to in paragraph 4 above. upon which we are passing to the extent stated therein), we advise you that, on the basis of the foregoing (relying as to materiality to a large extent upon officers and other representatives of the Company and your representatives), no facts have come to our attention which lead us to believe that the Registration Statement (other than (i) the financial statements and schedules (including the notes thereto and the auditors’ reports thereon) included therein, (ii) the other financial and statistical information included therein and (iii) the exhibits thereto, as to which we have not been asked to comment), as of the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (other than (i) the financial statements (including the notes thereto and the auditors’ report thereon) included therein and (ii) the other financial and statistical information included therein, as to which we have not been asked to comment), as of the issue date thereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The opinions set forth above are limited to the General Corporation Law of the State of Delaware and applicable Federal law, and we express no opinion as to matters governed by the law of any other jurisdiction. The opinions set forth herein are rendered solely to you in connection with the transactions consummated on the date hereof pursuant to the U.S. Underwriting Agreement and the International Underwriting Agreement. Such opinions may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent. Very truly yours, CHARLES AND DOGGIE LLP
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