EX-5.0 2 ex-5_0.txt EXHIBIT 5.0 Law Office of Gregory Bartko 3475 Lenox Road Suite 400 Atlanta, Georgia 30326 ================================================================================ Phone 404-238-0550 Fax 404-238-0551 Email gbartko@mindspring.com August 8, 2000 RX Technology Holdings, Inc. Board of Directors 2264 Seventh Street Mandeville, Louisiana 70471 Dear Ladies and Gentlemen, I refer to the Registration Statement on Form SB-2 (Registration No. 333-35508), as amended (the "Registration Statement") filed by RX Technology Holdings, Inc., a Nevada corporation (the "Company"), with the United States Securities and Exchange Commission under the Securities Act of 1933, relating to the offer by the Company of 501,493 shares of common stock underlying 501,493 common stock purchase warrants, $.001 par value per share ("Common Stock," and "Warrants," respectively). As counsel to the Company, I have examined such corporate records, documents and questions of law as I have deemed necessary or appropriate for the purposes of this opinion. In such examinations, I have assumed the genuiness of signatures and the conformity to the originals of the documents supplied to me as copies. As to various questions of fact material to this opinion, I have relied upon statements and certificates of officers and representatives of the Company. Upon the basis of such examination, I am of the opinion that: (i) the 501,493 shares of Common Stock underlying the Warrants and offered by the Company under the terms of the Warrants, when sold in accordance with the terms set forth in the form of Common Stock Purchase Warrant filed as Exhibit 4.1 to the Registration Statement, have been validly authorized, will be legally issued, fully paid, and non-assessable; (ii) the 501,493 Common Stock Purchase Warrants issued by the Company to stockholders of record as of May 1, 2000, filed as Exhibit 4.1 to the Registration Statement, have been validly authorized, have been legally issued and are fully paid. I hereby consent to the filing of this opinion as Exhibit 5.0 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus contained therein. This consent is not to be construed as an admission that I am a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933. Sincerely, /s/ Gregory Bartko, Esq. ---------------------------------- Gregory Bartko, Esq. GAB/nmn cc: D. Rex Gay, President