Greystone Logistics, Inc. – ‘S-8’ on 7/12/02 – EX-5.1

On:  Friday, 7/12/02, at 11:50am ET   ·   Effective:  7/12/02   ·   Accession #:  1072613-2-1065   ·   File #:  333-92296

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 Registration Statement                        5     33K 
 2: EX-5.1      Opinion of Crowe & Dunlevy                             1      8K 
 3: EX-23.1     Opinion of Hulme Rahhal Henderson, Inc.                1      5K 
 4: EX-24.1     Powers of Attorney                                     1      9K 

EX-5.1   —   Opinion of Crowe & Dunlevy

                                                                     EXHIBIT 5.1
                                                                     -----------

                                                                   June 25, 2002

PalWeb Corporation                                                              
1607 West Commerce Street                                                       
Dallas, Texas  75208                                                            

      Re:  PalWeb Corporation - Registration Statement on Form S-8 Relating to
          2,000,000 Shares of Common Stock Subject to the Stock Option Plan,
as Amended, of PalWeb Corporation                       

Ladies and Gentlemen:                                                           

On May 11, 2002, the Board of Directors of PalWeb Corporation (the
"Company") adopted, and on April 22, 2002, the shareholders of the Company      
approved, the Company's Stock Option Plan, as amended (the "Plan"), pursuant to 
which 2,000,000 shares (adjusted for the 1 for 50 reverse stock split effective 
June 25, 2002) of common stock, $0.0001 par value per share, of the Company (the
"Shares") have been reserved for issuance upon the exercise of options that may 
be granted pursuant to the Plan.                                                

      You have requested our advice with respect to the legality of the Shares
issuable upon exercise of options that may be granted pursuant to the Plan.     

   We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all         
documents and other instruments we have deemed necessary to express the opinions
hereinafter set forth. We have assumed the accuracy and completeness of such    
documents and instruments and of the information contained therein.             

     Based on the foregoing, and upon consideration of applicable law, it is
our opinion that the Shares that may be issued pursuant to options granted under
the Plan will, upon payment therefor and delivery thereof in accordance with the
Plan, be validly issued, fully paid and non-assessable.                         

We hereby consent to the use of this opinion as an exhibit to the 
above-captioned Registration Statement and to the reference to this firm in the 
Registration Statement and the related Prospectus.                              

                                     Respectfully submitted,

                             CROWE & DUNLEVY
                                        A PROFESSIONAL CORPORATION

                                      By: /s/ Jeffrey T. Hills
                                            ----------------------
                                      Jeffrey T. Hills

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		7/12/02
		6/25/02
		5/11/02
		4/22/02		DEF 14C,  PRE 14C
				List all Filings