EX-5.1 4 jgd2paopin.txt OPINION LETTER FROM JAMES G. DODRILL II, PA The Law Office of James G. Dodrill II, P.A. 3360 NW 53rd Circle Boca Raton, FL 33496 Tel. 561-862-0529 Fax: 561-862-0927 jimdodrill@adelphia.net ------------------------------------------------------------------------------- April 1, 2002 US Patriot, Inc. 5401 Forest Drive Columbia, South Carolina 29206 RE: US PATRIOT, INC. REGISTRATION STATEMENT ON FORM SB-2 ----------------------------------- Gentlemen: At your request, I have examined the Registration Statement on Form SB-2 (the "Registration Statement") filed by US Patriot, Inc. (the "Company"), a South Carolina corporation, with the Securities and Exchange Commission with respect to the registration under the Securities Act of 1933, as amended, of 1,670,000 shares of Common Stock, par value $0.0001 per share, of the Company (the "Common Stock") to be sold by certain selling shareholders of the Company, and 500,000 shares of the Common Stock to be sold by the Company, as identified in the Registration Statement. As your corporate counsel, and in connection with the preparation of this opinion, I have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and issuance of the Common Stock, as I deemed relevant or necessary for the opinion expressed herein. Based upon the foregoing, it is my opinion that the shares of Common Stock to be sold by the Company will, when sold, be legally issued, fully paid, and nonassessable and that the Company has the power, and has properly issued the shares. It is further my opinion that the shares of Common Stock to be sold by the selling shareholders (with the exception of shares held by Mr. Scott Massey) will, when sold, be legally issued, fully paid, and nonassessable and that the Company has the power and has properly issued the shares. Regarding the shares of Common Stock held by Mr. Scott Massey, it is my opinion that these shares have been legally issued and that the Company has the power and has properly issued the shares, and further that upon his payment of the note payable to the Company for such shares, the shares will be fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of my name in the "Legal Matters" section of the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, LAW OFFICE OF JAMES G. DODRILL II, P.A. /s/ Jim Dodrill -------------------- Jim Dodrill, Esq.