Trinity Medical Group Inc – ‘SB-2/A’ on 9/25/02 – EX-5

On:  Wednesday, 9/25/02, at 12:57pm ET   ·   Accession #:  910680-2-802   ·   File #:  333-99719

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      SB-2/A - 9/2002                                       93    482K 
 2: EX-4        Ex-4.20 - Amdt. #2 - Convertible Prom. Note            5     17K 
 4: EX-5        Exhibit 5.1 - Opinion                                  2     15K 
 3: EX-23       Ex-23.2 - Consent of Independent CPAs - 9/23/02        1      5K 

EX-5   —   Exhibit 5.1 – Opinion

EX-5
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                                                                     EXHIBIT 5.1

 JENKENS & GILCHRIST PARKER CHAPIN LLP

                                                         AUSTIN, TEXAS
                                                          (512) 499-3800
                          THE CHRYSLER BUILDING            CHICAGO, ILLINOIS
                         405 LEXINGTON AVENUE             (312) 425-3900
                       NEW YORK, NEW YORK 10174            DALLAS, TEXAS
                                                          (214) 855-4500
                            (212) 704-6000                HOUSTON, TEXAS
                       FACSIMILE (212) 704-6288           (713) 951-3300
                                                         LOS ANGELES, CALIFORNIA
                           www.jenkens.com                (310) 820-8800
                                                          SAN ANTONIO, TEXAS
                                                          (210) 246-5000
                                                            WASHINGTON, D.C.
                                                          (202) 326-1500

September 23, 2002

Trinity Medical Group USA, Inc.                                                 
30021 Tomas Street, Suite 300                                                   
Rancho Santa Margarita, CA 92688                                                

Dear Sir or Madam:                                                              

     We have acted as special counsel to Trinity Medical Group,  Inc., a Florida
corporation (the  "Company"),  in connection with its filing of its registration
statement  on Form SB-2 (the  "Registration  Statement"),  being  filed with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Act"),  relating to an offering of an aggregate  of  18,414,569  shares of
common stock, par value $.001 per share (the "Common Stock"), of the Company.   

     In our capacity as counsel to the Company,  we have  examined  originals or
copies,  satisfactory to us, of the Company's (i) Certificate of  Incorporation,
as amended,  (ii) By-laws,  as amended,  and (iii)  resolutions of the Company's
board of directors. We have also reviewed such other matters of law and examined
and relied upon such other corporate records, agreements, certificates and other
documents as we have deemed  relevant  and  necessary as a basis for the opinion
hereinafter expressed.  In such examination,  we have assumed the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
and the conformity with the original documents of all documents  submitted to us
as copies or facsimiles.  As to any facts material to such opinion,  we have, to
the extent that relevant facts were not independently  established by us, relied
on  certificates  of public  officials  and  certificates  of  officers or other
representatives of the Company.                                                 

Based upon and subject to the foregoing, we are of the opinion that:  

     a)   The 7,000,000  shares of Common Stock issuable upon  conversion of the
          promissory  note,  dated June 29, 2001 and amended on August 29, 2002,
          between the Company and RoyCap,  Inc.,  when issued in accordance with
          the terms of such promissory note, will be legally issued,  fully paid
and non-assessable.                                         

     b)   The 528,592 shares of Common Stock issued to RoyCap,  Inc. as a result
          of conversions to date on the promissory note dated June 29, 2001, are
legally issued, fully paid and non-assessable.              

EX-5
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 JENKENS & GILCHRIST PARKER CHAPIN LLP

Trinity Medical Group USA, Inc.                                                 
September 23, 2002                                                              
Page 2                                                                          

     c)   The  1,000,000  shares of Common Stock  issuable  upon the exercise of
          common stock purchase  warrants,  dated August 29, 2002, issued by the
          Company to RoyCap,  Inc.,  when issued in accordance with the terms of
          the common stock purchase warrants, will be legally issued, fully paid
and non-assessable.                                         

     d)   The 2,000,000  shares of Common Stock  issuable upon the exercise of a
          common  stock  purchase  warrant,  dated May 31,  2002,  issued by the
          Company to La Jolla Cove  Investors,  Inc.,  when issued in accordance
          with the terms of such common stock purchase warrant,  will be legally
issued, fully paid and non-assessable.                      

     e)   The 15,207 shares of Common Stock issuable upon the exercise of common
          stock  purchase  warrants  issued by the  Company  to Michael Z. Magat
          during  the six month  period  ended  June 30,  2002,  when  issued in
          accordance with the terms of such common stock purchase warrants, will
be legally issued, fully paid and non-assessable.           

     f)   The  3,935,385  shares of Common Stock issued in  accordance  with the
          terms of the common  stock  unit  subscription  agreements  (the "Unit
          Agreements")  entered  into  between  the Company  and  nineteen  (19)
          accredited  investors during May and June of 2002, are legally issued,
fully paid and non-assessable.                              

     g)   The 3,935,385 shares of Common Stock issuable upon the exercise of the
          warrants  issued in accordance  with the terms of the Unit  Agreements
          entered  into  between  the  Company  and  nineteen  (19)   accredited
          investors  during May and June of 2002, when issued in accordance with
          the terms of such  warrants,  will be legally  issued,  fully paid and
non-assessable.                                             

     We hereby consent to the use of our name under the caption "Legal  Matters"
in the prospectus  constituting a part of the Registration  Statement and to the
filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and  regulations
of the Securities and Exchange Commission  promulgated thereunder or Item 509 of
Regulation S-B promulgated under the Act.                                       

             Very truly yours,

                                      /s/ JENKENS & GILCHRIST  PARKER CHAPIN LLP

                                  JENKENS & GILCHRIST  PARKER CHAPIN LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/25/02
		9/23/02		1		2
		8/29/02		1		2
		6/30/02		2					10QSB,  10QSB/A,  NT 10-Q,  NTN 10K
		5/31/02		2
		6/29/01		1
									List all Filings