Impreso Inc – ‘S-3’ on 4/3/02 – EX-5.1

On:  Wednesday, 4/3/02   ·   Accession #:  950134-2-3252   ·   File #:  333-85456

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         15     73K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion/Consent of Gardere Wynne Sewell LLP            2     11K 
 3: EX-23.1     Consent of Arthur Andersen LLP                         1      5K 

EX-5.1   —   Opinion/Consent of Gardere Wynne Sewell LLP

EX-5.1
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                                                                     EXHIBIT 5.1

 OPINION OF GARDERE WYNNE SEWELL LLP

April 3, 2002                                                                   

Impreso, Inc.                                                                   
652 Southwestern Boulevard                                                      
Coppell, Texas 75019                                                            

Ladies and Gentlemen:                                                           

We have acted as counsel to Impreso, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a Registration     
Statement on Form S-3 (the "Registration Statement") with the Securities and    
Exchange Commission for the purpose of registering 441,000 shares of the        
Company's common stock, $0.01 par value (the "Common Stock"), under the         
Securities Act of 1933, as amended. The Registration Statement relates to the   
offer and sale from time to time by selling shareholders of the Company of (i)  
shares of Common Stock to be issued or transferred in connection with the       
exercise of (a) a warrant to purchase 50,000 shares of Common Stock granted to  
Salomon Grey Financial Corporation (the "Salomon Grey Warrant") and (b) options 
to purchase 191,000 shares of Common Stock granted to various employees of the  
Company outside of an employee benefit plan (the "Employee Options") and (ii)   
200,000 shares of Common Stock purchased directly from the Company by its       
founders (the "Founders' Shares").                                              

     In connection with this opinion, we have reviewed and are familiar with the
Company's Certificate of Incorporation and bylaws and such other records and    
agreements of the Company, certificates or public officials, certificates of    
officers or other representatives of the Company, and other documents,          
certificates and records as we have deemed necessary or appropriate as a basis  
for the opinion set forth herein.                                               

    In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted  
to us as originals, the conformity to original documents of all documents       
submitted to us as copies and the authenticity of the originals of such copies. 
As to various facts material to this opinion letter, we have relied upon        
statements and representations of the Company and its officers and other        
representatives and of public officials, set forth in certificates delivered to 
us, without independently verifying the accuracy of the information contained   
therein.                                                                        

Based upon the foregoing, we are of the opinion that:                 

         1.   The 50,000 shares of Common Stock of the Company which from time
           to time may be issued or transferred upon the exercise of the
            Salomon Grey Warrant and the 191,000 shares of Common Stock of
              the Company which from time to time may be issued or transferred
           upon the exercise of the Employee Options, when so issued and
               sold at prices in excess of the par value of the Common Stock, in
   accordance with the provisions of the related warrant

Exhibit 5.1 - Page 1

EX-5.1
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         and stock option agreements, respectively, will be duly and
             validly authorized and issued by the Company and fully paid and
nonassessable.                                    

       2.   Based upon the foregoing and subject to the assumptions stated
           herein, it is our opinion that the Founders' Shares have been
   validly issued and are fully paid and non-assessable.

     The opinion herein is also subject to the following exceptions, limitations
and qualifications:                                                             

 A. The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we assume no responsibility as to the applicability or   
the effect of any other laws or regulations.                                    

B. This opinion letter is as of the date hereof, and we undertake no  
obligation, and expressly disclaim any obligation, to advise the Company or any 
other person or entity of any change in any matter set forth herein.            

   C. This opinion letter is limited to the matters expressly stated, and no
opinion other than upon the matters so expressly stated is implied or may be    
inferred.                                                                       

    This opinion is delivered to the Company solely for use in connection with
the Registration Statement and may not be used or relied upon for any other     
purpose.                                                                        

We hereby consent to the use of this opinion as an exhibit to the     
Registration Statement and to the reference made to us in the Registration      
Statement and prospectus forming a part thereof under the caption "Legal        
Matters." In giving this consent, we do not thereby admit that we come within   
the category of persons whose consent is required under Section 7 of the        
Securities Act of 1933, as amended, or the Rules and Regulations of the         
Securities and Exchange Commission promulgated thereunder.                      

                     Respectfully submitted,

                      GARDERE WYNNE SEWELL LLP

                      By: /s/ David R. Earhart
                                          ------------------------------------
                               David R. Earhart, Partner

Exhibit 5.1 - Page 2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		4/3/02		1					8-K
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