TN-K Energy Group Inc. – ‘8-K’ for 12/9/99 – EX-5.2

On:  Tuesday, 2/1/00   ·   For:  12/9/99   ·   Accession #:  931731-0-7   ·   File #:  0-27828

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        13     58K 
 2: EX-3.1      Articles of Incorporation                              2      8K 
 3: EX-4.1      Instruments Defining Rights of Security Holders       75    319K 
 4: EX-5.1      Opinion Re: Legality                                   3     15K 
 5: EX-5.2      Opinion Re: Legality                                   3     13K 
 6: EX-15.1     Letter Re: Unaudited Interim Financial Information     1      7K 
 7: EX-16.1     Letter Re: Change of Certifying Accountant             1      8K 
 8: EX-17.1     Letter Re: Director Resignation                        1      5K 
 9: EX-17.2     Letter Re: Director Resignation                        1      5K 
10: EX-17.3     Letter Re: Director Resignation                        1      5K 
11: EX-21.1     Subsidiaries of the Registrant                         1      5K 
12: EX-99.1     Additional Exhibits                                    4     20K 

EX-5.2   —   Opinion Re: Legality

EX-5.2
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                                                               McGlen Micro Inc.
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 Exhibit 5.2
 -----------

December 2, 1999

Adrenalin Interactive, Inc.                                                     
5301 Beethoven Street                                                           
Los Angeles, California 90066                                                   

    Re:         Merger Between Adrenalin Interactive, Inc. and McGlen Micro Inc.
                ----------------------------------------------------------------
Gentlemen:                                                                      
----------                                                                      

    We have acted as counsel to McGlen  Micro  Inc.,  a  California  corporation
("McGlen") in connection with the Agreement and Plan of Merger (the "Agreement")
dated as of April 28,  1999,  among  McGlen,  Adrenalin  Interactive,  Inc.  and
Adrenalin Acquisition Corporation, including the related Schedules, Exhibits and
ancillary agreements (the "Closing Documents").                                 

    In rendering the opinions set forth  herein,  we have examined and relied on
originals or copies,  certified or otherwise identified to our satisfaction,  of
the following documents:                                                        

(a)          The Agreement;                                             

(b)          The Articles of Incorporation of McGlen;                   

(c)          The Bylaws of McGlen; and                                  

    (d) Such other  documents as we have deemed  necessary or  appropriate  as a
basis for the opinions set forth below.                                         

    Based upon the foregoing,  and subject to the  limitations,  qualifications,
exceptions and assumptions set forth herein, we are of the opinion that:        

    1. McGlen is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of California  and has all necessary  power
and  authority  to  execute  and  deliver  the  Agreement  and  to  perform  its
obligations  thereunder.  McGlen is  authorized  to issue  50,000,000  shares of
common stock,  no par value,  of which to the best of our knowledge,  25,770,000
shares  of  common  stock  are  issued  and  outstanding.  There  are  no  other
outstanding shares of McGlen's equity securities.                               

    2. The execution and delivery of the Agreement and the Closing  Documents by
McGlen and the  Principal  Shareholders  as defined in the  Agreement  and their
performance of the obligations thereunder have been duly and validly authorized 

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                                                               McGlen Micro Inc.
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by all necessary action on the part of McGlen and each Principal Shareholder and
constitute a valid and binding  obligation of each  enforceable  against each of
them in accordance with their respective terms,  except as enforcement  relating
to  or  affecting  the  enforcement  of  creditors   rights  generally  and  the
availability of the equitable remedies that may be subject to general principles
of   equity   including,   without   limitation,    concepts   of   materiality,
reasonableness,  good faith and fair  dealing,  the possible  unavailability  of
specific performance or injunctive relief and the discretion of the court before
which any proceeding, whether in equity or at law, may be brought.              

    3. AMT Component,  Inc., is a wholly owned subsidiary of McGlen,  which is a
corporation duly formed, organized,  validly existing and in good standing under
the laws of the State of California.                                            

    4. Neither the execution and delivery of the Agreement nor the  consummation
by McGlen and each  principal  shareholder  of any of the  transactions  therein
contemplated,  or  the  fulfillment  of,  or  compliance  with,  the  terms  and
provisions  thereof,  will  conflict with or result in a violation of any of the
Articles of  Incorporation  or Bylaws of McGlen or any  contract or agreement to
which any of these are subject.                                                 

    5. Except as disclosed on McGlen's  disclosure  schedules to the  Agreement,
the  execution,   delivery  and  performance  by  McGlen  of  the   transactions
contemplated  thereby,  do  not  and  will  not to our  knowledge,  result  in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default  (or give rise to any right of  termination,  amendment,
cancellation  or  acceleration,  lien or other  encumbrance)  under,  any of the
terms, conditions or provisions of any note, bond, mortgage,  indenture,  lease,
license,  contract,  agreement or other instrument or obligation to which McGlen
is a party or by which any of its properties or assets may be bound;  or violate
any law or statute  applicable to McGlen or, to our knowledge,  any order, writ,
injunction,  decree,  rule or  regulation  applicable  to  McGlen  or any of its
properties or assets,  except for  violations,  breaches or defaults which would
not have a Company Material Adverse Effect as set forth in the Agreement.       

    With  respect  to  the  aforementioned   documents,   we  have  assumed  the
genuineness of all signatures,  the authenticity of all items submitted to us as
originals,  the conformity with originals of all items submitted to us as copies
and the due authority of all persons executing the same.                        

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                                                               McGlen Micro Inc.
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    This opinion is being delivered  solely for the benefit of Adrenalin and its
shareholders in connection with the transaction contemplated by the introductory
paragraph  to this  opinion.  Except as may be required by  applicable  laws and
governmental  regulations,  it may not be quoted,  filed  with any  governmental
authority or other regulatory agency or otherwise circulated or utilized for any
other purpose without our prior written consent.                                

                                         Very truly yours,

                                         /s/Boyd and Chang
                                         -----------------
                                         BOYD & CHANG, LLP

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Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		2/1/00
For Period End:		12/9/99
		12/2/99		1
		4/28/99		1					8-K
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