EX-5 5 ex5-1.txt OPINION OF FROHLING, HUDAK & PELLEGRINO Exhibit 5.1 FROHLING, HUDAK & PELLEGRINO, LLC COUNSELLORS AT LAW 425 EAGLE ROCK AVENUE SUITE 200 NEWARK, NJ 07101 ROSELAND, NJ 07068 (973) 622-2800 (973) 226-4600 FAX (973) 226-0969 Please Reply to: X Roseland Newark June 28, 2001 enSurge, Inc. 8722 South 300 West, Suite 106 Sandy, Utah 84070 Ladies and Gentlemen: You have requested our opinion as U.S. Securities Counsel for enSurge Inc., a Nevada corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the registration of an aggregate of five million, five hundred fifty thousand (5,550,000) shares of Common Stock of the Company (the "Shares"), $.001 par value, per share, issued pursuant to various Consulting Agreements between the Company and the Consultants (the "Agreements"). We have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about June 28, 2001 (the "Registration Statement"), the Agreements, the Certificate of Incorporation of the Company as certified by the Secretary of State of the State of Nevada, the Bylaws and the minute books of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, it is our opinion, and we so advise, that upon issuance and sale in the manner described in the Registration Statement and the exhibits thereto, the Shares will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Frohling, Hudak & Pellegrino, LLC -------------------------------------- FROHLING, HUDAK & PELLEGRINO, LLC