TN-K Energy Group Inc. – ‘8-K’ for 12/9/99 – EX-5.1

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-5.1   —   Opinion Re: Legality

EX-5.1
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                                                               McGlen Micro Inc.
--------------------------------------------------------------------------------

 Exhibit 5.1

 December 2,1999

                                                                       A0078-031

McGlen Micro Inc.                                                               
3002 Dow Avenue                                                                 
Suite 212                                                                       
Tustin, CA 92780                                                                

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

Gentlemen:                                                                      

        We have acted as  counsel to  Adrenalin  Interactive,  Inc.,  a Delaware
corporation  ("ADRN"),  and  Adrenalin  Acquisition  Corporation,  a  California
corporation (the "Merger Sub") (together,  the "Companies"),  in connection with
the Agreement and Plan of Merger,  dated as of April 28, 1999 (the "Agreement"),
among ADRN,  the Merger Sub and McGlen and the related  Exhibits,  Schedules and
ancillary agreements (collectively, the "Closing Documents"). We have also acted
as counsel to Western Technologies,  Inc., a California corporation ("WTI"). All
capitalized  terms used in this opinion which are not defined  herein shall have
the meanings subscribed to such terms in the Agreement.                         

        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 Closing Documents;                                 

        (c)      The Articles or Certificates of  Incorporation of the Companies
and WTI;                                      

        (d)      The Certificate of Qualification of Foreign Corporation of ADRN
in the State of California;                   

(e)      The Bylaws of the Companies and WTI; and               

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                                                               McGlen Micro Inc.
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        (f)      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. ADRN is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware and has all necessary power and
authority to execute and deliver the  Agreement  and to perform its  obligations
thereunder.  ADRN is duly authorized to do business as a foreign corporation in,
and is in good standing in, the State of California and has all necessary  power
and authority to execute and deliver the Agreement and, where  appropriate,  the
Closing Documents and to perform its obligations thereunder.  ADRN is authorized
to issue 50,000,000  shares of common stock,  $.03 par value, of which 3,548,986
shares are presently  issued and outstanding  and 5,000,000  shares of preferred
stock,  $.01 par value, of which no shares are presently  issued or outstanding.
Except as disclosed on ADRN's disclosure schedules to the Agreement,  there are,
to our knowledge, no other outstanding equity securities of ADRN.               

        2. The Merger Sub is a corporation  duly organized  validly existing and
in good standing  under the laws of the State of  California,  is a wholly-owned
subsidiary  of ADRN and has all  necessary  power and  authority  to execute and
deliver the  Agreement  and,  where  appropriate,  the Closing  Documents and to
perform its obligations thereunder.                                             

        3. WTI is a  corporation  duly  organized  validly  existing and in good
standing  under  the  laws of the  State  of  California  and is a  wholly-owned
subsidiary of ADRN.                                                             

        4. The  execution  and delivery by ADRN and Merger Sub of the  Agreement
and the Closing Documents and their performance of their obligations  thereunder
have been duly and validly  authorized  by all  necessary  action on the part of
ADRN and the Merger Sub. The Agreement and the Closing  Documents have been duly
executed  and  delivered,  where  applicable,  by ADRN  and the  Merger  Sub and
constitute  the  valid  and  binding  obligations  of each of them,  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 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 a                

        5. Except as disclosed on ADRN's disclosure  schedules to the Agreement,
neither the execution and delivery of the Agreement or the Closing Documents nor
the consummation by the Companies of any of the transactions contemplated in the
Agreement or the Closing  Documents,  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 or Certificate of  Incorporation  or Bylaws of either of the
Companies or, to our knowledge, any contract or agreement to which either of the
Companies or WTI is subject.                                                    

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                                                               McGlen Micro Inc.
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        6. Except as disclosed on ADRN's disclosure  schedules to the Agreement,
the execution,  delivery and  performance  by the Companies 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 any of
the  Companies or WTI is a party or by which any of the  properties or assets of
any of the  Companies  or WTI  may be  bound,  or  violate  any  law or  statute
applicable to any of the Companies or WTI or, to our knowledge, any order, writ,
injunction, decree, rule or regulation applicable to any of the Companies or WTI
or any of the  properties or assets of any of the  Companies or WTI,  except for
violations,  breaches or defaults which would not have a Parent Material Adverse
Effect.                                                                         

        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.                        

        This opinion is being delivered solely for the benefit of McGlen and its
shareholders   in  connection   with  the   transactions   contemplated  by  the
introductory paragraph to this opinion.  Except as may be required by applicable
laws and governmental  regulations,  this opinion 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/Clark and Trevithick
                                           -----------------------
                                      CLARK & TREVITHICK

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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
		4/28/99		1					8-K
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