EX-5.1 2 a2028746zex-5_1.txt EXHIBIT 5.1 JOHN G. REBENSDORF, P.C. ATTORNEY AT LAW 6116 N. CENTRAL EXPRESSWAY SUITE 1313 DALLAS, TEXAS 75206 TELEPHONE 214/696-9388 FACSIMILE 214/696-9430 E-MAIL: JOHN@JMDUNCAN.COM Airtech International Group, Inc. 15400 Knoll Trail Suite 200 Dallas, Texas 75248 Gentlemen: We have acted as counsel for Airtech International Group, Inc., a Wyoming corporation (the "Company"), in connection with the Registration Statement on Form SB-2 (the "Registration Statement"), filed under the Securities Act of 1933, as amended, with respect to the registration for the sale by certain selling stockholders of 2,952,703 shares of Airtech's common stock, $0.05 par value (the "Shares"), as described in the Registration Statement. In connection therewith, we have relied upon, among other things, our examination of such documents, records of the Company, certificates of its officers and public officials, as we have deemed necessary for purposes of the opinion expressed below. Based upon the foregoing, and having regard for such legal consideration as we have deemed relevant, we are of the opinion that the issuance of the Shares as described in the Registration Statement has been validly authorized and, upon issuance of the Shares as described in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the heading "Legal Matters" therein. Very truly yours, JOHN G. REBENSDORF, P.C. By: /s/ John G. Rebensdorf -------------------------------------- John G. Rebensdorf, President JGR:tme