-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JelPLHylmJ2/hRd7/V0D/ylMCyQoTuEWEbpklfEv85pRHQMrwcfBrqgl3zwTY6IA IFSzPebkK8PHinFK8TkNGw== /in/edgar/work/20000809/0000917253-00-000043/0000917253-00-000043.txt : 20000921 0000917253-00-000043.hdr.sgml : 20000921 ACCESSION NUMBER: 0000917253-00-000043 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000809 EFFECTIVENESS DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIROMETRICS INC /DE/ CENTRAL INDEX KEY: 0000917253 STANDARD INDUSTRIAL CLASSIFICATION: [3823 ] IRS NUMBER: 570941152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43340 FILM NUMBER: 689428 BUSINESS ADDRESS: STREET 1: 9229 UNIVERSITY BLVD STREET 2: STE 201 CITY: CHARLESTON STATE: SC ZIP: 29406 BUSINESS PHONE: 8035539456 MAIL ADDRESS: STREET 1: 9229 UNIVERSITY BLVD STREET 2: STE 201 CITY: CHARLESTON STATE: SC ZIP: 29406 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 09, 2000. REGISTRATION STATEMENT NO. 333-_______________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAINWIRE PARTNERS, INC. (Exact name of Registrant as specified in its Charter) DELAWARE 57-0941152 (State or other jurisdiction of (I.R.S. Employer Suite 350 4940 Peachtree Industrial Boulevard Norcross, GA 30071 (Address of Principal Executive Office, including Zip Code) RAINWIRE PARTNERS, INC. CONSULTING AGREEMENT (Full Title of the Plans) Bryan Johns, President and Chief Executive Officer Rainwire Partners, Inc. Suite 350 4940 Peachtree Industrial Boulevard Norcross, GA 30071 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Robert E. Altenbach, Esq. Kutak Rock Suite 2100 225 Peachtree St., NE Atlanta, Georgia 30303 (404) 222-4600 CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of offering aggregate securities to Amount to be price offering Amount of be registered registered per unit price registration fee - -------------------------------------------------------------------------------- Common Stock, $.001 par value 509,214 $4.50 $2,291,463 $147.00 - -------------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Rainwire Partners, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, filed with the Commission on April 10, 2000 (File No. 000-23892); (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000, filed with the Commission on May 15, 2000; (c) The Company's Current Report on Form 8-K dated August 4, 2000 filed with the Commission on August 4, 2000. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereunder have been issued or which deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts or Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company's Amended and Restated Certificate of Incorporation limits the liability of Directors to the maximum extent permitted by Delaware law. Delaware law provides that a corporation's articles of incorporation may contain a provision eliminating or limiting the personal liability of directors for monetary damages for breach of their fiduciary duties as Directors, except for liability: (i) for any breach of their duty of loyalty to the company or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporate Law; or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Amended and Restated Certificate of Incorporation provides that the Corporation shall, to the fullest extent permitted by the laws of the State of Delaware, including, but not limited to Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Section or otherwise under Delaware law from and against any and all of the expenses, liabilities or other matters referred to or covered by said Section. The Company's Amended and Restated Bylaws provide that the Company shall indemnify its Directors, Officers, employees and agents to the fullest extent permitted by law. The Company believes that indemnification under its Restated Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Amended and Restated Bylaws provide that expenses incurred by a Director or Officer of the Company in defending an action, suit or proceeding may be paid by the Company in advance of final disposition of such action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Director or Officer to repay all such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company. Expenses incurred by an employee or agent of the Company who is not a Director or Officer in defending such action, suit or proceeding may be so paid by the Company upon, such terms and conditions, if any, as the Board of Directors deems appropriate. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. With respect to the 509,214 shares of Common Stock originally issued to Ronald A. Potts and Jake E. Cantrell ("Consultants"), pursuant to the Consulting Agreements, dated as of July 18, 2000, said shares were distributed to the Consultants in reliance upon exemption from registration under the Securities Act pursuant to Section 4(2) thereof. The above-described transaction did not involve any public offering. Item 8. Consultants and Advisors. Pursuant to the Consulting Agreements with The Catapult Group, Inc., the Consultants have received as compensation 550,000 shares of stock in The Catapult Group, Inc. As a result of the Plan and Agreement to Exchange Stock by and among Environmetrics, Inc., The Catapult Group, Inc. and The Catapult Stockholders, the Consultants exchanged 550,000 shares of stock in The Catapult Group, Inc. for 509,214 shares of the Company's Common Stock. On July 27, 2000, Registrant filed an amendment to its Certificate of Incorporation to change its name to Rainwire Partners, Inc. Pursuant to this Registration Statement, 509,214 shares are being registered for sale hereunder. The Consultants provided the following services to or on behalf of The Catapult Group, Inc.: o Formation and preparation of a business plan for the Company; o Identification of and introductions to legal counsel, accounting firms, and other providers of professional services; o Identification of potential acquisition targets and potential merger partners that would further the business interests of Company, including but not limited to, the acquisition of I20 and the share exchange with Envirometrics; and o Consultation with and advice to the directors and officers of the Company. Item 9. Exhibits. 4.1 Consulting Agreement for Ronald A. Potts 4.2 Consulting Agreement for Jake E. Cantrell 5.1 Opinion of Kutak Rock LLP 23.1 Consent of Welch, Roberts & Amburn, LLP Item 10. Undertakings. The Company hereby undertakes that it will: (a) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) Include any additional or changed material information on the plan of distribution; provided, however, that the undertakings set forth in paragraph (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13(a) or 15(b) of the Exchange Act that are incorporated by reference in this Registration Statement; (b) For determining liability under the Securities Act, treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering; (c) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's Annual Report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on August 08, 2000. RAINWIRE PARTNERS, INC. /s/Bryan M. Johns, President and Chief Executive Officer -------------------------------------------------------- Bryan m. Johns, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. NAME TITLE DATE /s/Bryan M. Johns Director August 04, 2000 /s/Lyne Marchessault Director August 01, 2000 /s/W.H. Elliott III Director August 03, 2000 EX-4.1 2 0002.txt EXHIBIT 4.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 18th day of July, 2000 between THE CATAPULT GROUP, INC., a Georgia corporation (the "Company") and RONALD A. POTTS ("Consultant"). WHEREAS, the Company and the Consultant had previously entered into an oral agreement in June, 1999 whereby the Consultant would provide consulting services to the Company; WHEREAS, the Company and the Consultant wish to memorialize the terms of the foregoing oral agreement; NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties agree as follows: 1. For a said period of Two (2) Years beginning on June, 1999 (the "Consulting Period") Consultant shall serve as a consultant to the Company on matters pertaining to the formation of a business plan for Company, the locating of attorneys and accountants for Company, and the locating of potential acquisition targets and potential merger partners for Company that would further the business interests of Company. Consultant's services shall include consultation with and advice to directors and officers of the Company. 2. During the Consulting Period, the Company shall be entitled to Consultant's services for reasonable times when and to the extent requested by, and subject to the direction of, the Chairman and Chief Executive Officer and the Chief Financial Officer of the Company. 3. Consultant's services shall be rendered from his/her office, unless by mutual agreement from time to time arrangements are made for those services to be rendered elsewhere. Reasonable travel and living expenses necessarily incurred by Consultant to render services at locations other than his/her office shall be reimbursed by the Company promptly upon receipt of proper statements with regard to the nature and amount of those expenses. Those statements shall be furnished to the Company monthly at the end of each calendar month of the Consulting Period during which any of those expenses are incurred. 4. Consultant shall have no authority to bind Company by or to any obligation, agreement, promise or representation without first obtaining the written approval of the Chief Executive Officer. Consultant shall not incur any liability on behalf of Company or in any way represent or bind Company in any manner or thing whatsoever and nothing herein shall be deemed to constitute either party the agent or legal representative of the other. Consultant shall not have the authority and shall not represent that he has authority to approve check requests or to order, purchase or otherwise obtain any equipment, supplies, services or other materials on behalf of Company. 5. In consideration of Consultant's entering into this Agreement, the Company has agreed to issue to Consultant 350,000 shares of the Company's common stock. 6. Consultant understands and agrees that Consultant is an independent contractor rather than an employee or agent of Company. Consultant hereby warrants and represents that he has all necessary licenses, visas, work permits or other government approvals required to perform the Services. 7. Consultant shall be responsible for withholding, paying, and reporting any and all required federal, state or local income, employment and other taxes and charges. Consultant understands and agrees that Company will make no deduction from payments to Consultant for federal or state tax withholdings, social security, unemployment, workers' compensation or disability insurance. 8. Consultant understands and agrees it is not eligible for dental, medical, disability, hospitalization, life insurance, vacation, travel benefits and other employee welfare and benefit programs maintained by Company based on the Services or otherwise. In addition, Consultant shall not be eligible to participate in or accrue benefits under other programs which are available to employees of Company. 9. Consultant agrees that he will not without the Company's consent disclose to anyone any trade secrets of the Company or and confidential or non-public information relating to the Company's business, operations or prospects. 10. This Agreement may be terminated by Company or Consultant without cause in their sole discretion by providing the other party with at least thirty (30) calendar days' advance written notice. 11. It is understood and agreed by the parties that the services of Consultant are unique and personal in nature and both Consultant and Company shall not delegate or assign all or any portion of its required performance to any other individual, firm or entity. 12. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. 13. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto. 14. Notices hereunder shall be given in writing and will be deemed to have been given (a) on the date delivered in person, (b) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered U.S. mail, with return receipt requested, (c) twenty-four (24) hours after transmittal by facsimile, if sent by 5:00 p.m. Eastern Time, on a regular business day and confirmation of receipt thereof is reflected or obtained, or (d) if sent by overnight courier service, on the next business day after delivery to the courier service (in time for and specifying next day delivery). In each case such notices shall be sent to the address or facsimile number set forth below. Either party may change such address by giving (15) days written notice to the other party hereto. If to Company: The Catapult Group, Inc. Suite 350 4940 Peachtree Industrial Boulevard Norcross, GA 30071 Attention: Mr. Bryan M. Johns, Chief Executive Officer Telephone: (770) 448-9088 Facsimile: (770) 448-9053 If to Consultant: Mr. Ronald A. Potts 490 Regatta Bay Boulevard Destin, FL 32541 Telephone: [TO BE PROVIDED] Facsimile: [TO BE PROVIDED] 15. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. 16. This Agreement and the Exhibits hereto constitute the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations and discussions with respect to such subject matter. This Agreement may be modified in writing only, signed by the parties hereto. 17. The remedies hereunder shall be cumulative and not alternatives; the election of one remedy for a breach shall not preclude pursuit of other remedies. 18. Whenever required by the context, references herein to the singular shall include the plural and the masculine gender shall include the feminine gender. For the purposes of this Agreement, unless the context clearly requires otherwise, "or" is not exclusive and "including" shall mean "including, but not limited to." 19. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement. 20. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [Remainder of page intentionally left blank] [Signature page to Consulting Agreement] Agreed and Accepted to this /s/Ronald A. Potts ------------------ 18th day of July 2000 Ronald A. Potts EX-4.2 3 0003.txt EXHIBIT 4.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 18th day of July, 2000 between THE CATAPULT GROUP, INC., a Georgia corporation (the "Company") and JAKE E. CANTRELL ("Consultant"). WHEREAS, the Company and the Consultant had previously entered into an oral agreement in June, 1999 whereby the Consultant would provide consulting services to the Company; WHEREAS, the Company and the Consultant wish to memorialize the terms of the foregoing oral agreement; NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties agree as follows: 1. For a said period of Two (2) Years beginning on June, 1999 (the "Consulting Period") Consultant shall serve as a consultant to the Company on matters pertaining to the formation of a business plan for Company, the locating of attorneys and accountants for Company, and the locating of potential acquisition targets and potential merger partners for Company that would further the business interests of Company. Consultant's services shall include consultation with and advice to directors and officers of the Company. 2. During the Consulting Period, the Company shall be entitled to Consultant's services for reasonable times when and to the extent requested by, and subject to the direction of, the Chairman and Chief Executive Officer and the Chief Financial Officer of the Company. 3. Consultant's services shall be rendered from his/her office, unless by mutual agreement from time to time arrangements are made for those services to be rendered elsewhere. Reasonable travel and living expenses necessarily incurred by Consultant to render services at locations other than his/her office shall be reimbursed by the Company promptly upon receipt of proper statements with regard to the nature and amount of those expenses. Those statements shall be furnished to the Company monthly at the end of each calendar month of the Consulting Period during which any of those expenses are incurred. 4. Consultant shall have no authority to bind Company by or to any obligation, agreement, promise or representation without first obtaining the written approval of the Chief Executive Officer. Consultant shall not incur any liability on behalf of Company or in any way represent or bind Company in any manner or thing whatsoever and nothing herein shall be deemed to constitute either party the agent or legal representative of the other. Consultant shall not have the authority and shall not represent that he has authority to approve check requests or to order, purchase or otherwise obtain any equipment, supplies, services or other materials on behalf of Company. 5. In consideration of Consultant's entering into this Agreement, the Company has agreed to issue to Consultant 200,000 shares of the Company's common stock. 6. Consultant understands and agrees that Consultant is an independent contractor rather than an employee or agent of Company. Consultant hereby warrants and represents that he has all necessary licenses, visas, work permits or other government approvals required to perform the Services. 7. Consultant shall be responsible for withholding, paying, and reporting any and all required federal, state or local income, employment and other taxes and charges. Consultant understands and agrees that Company will make no deduction from payments to Consultant for federal or state tax withholdings, social security, unemployment, workers' compensation or disability insurance. 8. Consultant understands and agrees it is not eligible for dental, medical, disability, hospitalization, life insurance, vacation, travel benefits and other employee welfare and benefit programs maintained by Company based on the Services or otherwise. In addition, Consultant shall not be eligible to participate in or accrue benefits under other programs which are available to employees of Company. 9. Consultant agrees that he will not without the Company's consent disclose to anyone any trade secrets of the Company or and confidential or non-public information relating to the Company's business, operations or prospects. 10. This Agreement may be terminated by Company or Consultant without cause in their sole discretion by providing the other party with at least thirty (30) calendar days' advance written notice. 11. It is understood and agreed by the parties that the services of Consultant are unique and personal in nature and both Consultant and Company shall not delegate or assign all or any portion of its required performance to any other individual, firm or entity. 12. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. 13. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto. 14. Notices hereunder shall be given in writing and will be deemed to have been given (a) on the date delivered in person, (b) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered U.S. mail, with return receipt requested, (c) twenty-four (24) hours after transmittal by facsimile, if sent by 5:00 p.m. Eastern Time, on a regular business day and confirmation of receipt thereof is reflected or obtained, or (d) if sent by overnight courier service, on the next business day after delivery to the courier service (in time for and specifying next day delivery). In each case such notices shall be sent to the address or facsimile number set forth below. Either party may change such address by giving (15) days written notice to the other party hereto. If to Company: The Catapult Group, Inc. Suite 350 4940 Peachtree Industrial Boulevard Norcross, GA 30071 Attention: Mr. Bryan M. Johns, Chief Executive Officer Telephone: (770) 448-9088 Facsimile: (770) 448-9053 If to Consultant: Mr. Jake E. Cantrell 4210 Morningside Drive Cumming, GA 30041 Telephone: (770) 844-1483 Facsimile: (770) 844-6527 15. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. 16. This Agreement and the Exhibits hereto constitute the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations and discussions with respect to such subject matter. This Agreement may be modified in writing only, signed by the parties hereto. 17. The remedies hereunder shall be cumulative and not alternatives; the election of one remedy for a breach shall not preclude pursuit of other remedies. 18. Whenever required by the context, references herein to the singular shall include the plural and the masculine gender shall include the feminine gender. For the purposes of this Agreement, unless the context clearly requires otherwise, "or" is not exclusive and "including" shall mean "including, but not limited to." 19. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement. 20. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [Remainder of page intentionally left blank] [Signature page to Consulting Agreement] Agreed and Accepted to this /s/Jake E. Cantrell 18th day of July 2000 ------------------- Jake E. Cantrell By___________________________ Name_________________________ Title________________________ EX-5.1 4 0004.txt EXHIBIT 5.1 KUTAK ROCK LLP Ste 2100 Peachtree Center South Tower 225 Peachtree Street, N.E. Atlanta, GA 30303-1731 August 08, 2000 Rainwire Partners, Inc. Suite 350 4940 Peachtree Industrial Boulevard Norcross, GA 30071 Gentlemen: We have acted as counsel to Rainwire Partners, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering the offering of up to 509,214 shares of the Company's common stock, no par value (the "Common Stock"), that may be issued pursuant to the shares of Common Stock that may be issued pursuant to the Consulting Agreements dated as of July 18, 2000 (collectively, the "Shares"). In connection therewith, we have examined such corporate records, certificates of public officials and other documents and records as we have considered necessary or proper for the purpose of this opinion. This opinion is limited by, and is in accordance with, the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Based on the foregoing, and having regard to the legal considerations which we deem relevant, we are of the opinion that the Shares covered by the Registration Statement, which may be issued pursuant to the above-described Consulting Agreements will, when issued, be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, /s/ Kutak Rock LLP ------------------ Kutak Rock, LLP EX-23.1 5 0005.txt EXHIBIT 23.1 CONSENT OF WELCH, ROBERTS & AMBURN, LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this registration statement of Rainwire Partners, Inc. on Form S-8 of our report dated March 31, 2000 appearing in the 10-KSB of the Company (formerly Envirometrics, Inc.)filed on April 10, 2000 (No. 0-23892) pursuant to Rule 424(b) under the Securities Act of 1933. /s/ Welch, Roberts & Amburn, LLP -------------------------------- Welch, Roberts & Amburn, LLP Charleston, South Carolina August 08, 2000 -----END PRIVACY-ENHANCED MESSAGE-----