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 Amended Registration Statement 137 759K
2: EX-3.3 By-Laws 16 58K
3: EX-4.1 Instruments Defining Rights of Security Holders 3 11K
4: EX-5.1 Consents of Experts and Counsel 4 18K
5: EX-11 Statement Re: Computation of Per Share Earnings 1 7K
6: EX-21.1 Subsidiaries of the Registrant 1 6K
7: EX-23.2(A) Consents of Experts and Counsel 1 6K
8: EX-23.2(B) Consents of Experts and Counsel 1 6K
9: EX-23.2(C) Consents of Experts and Counsel 1 6K
10: EX-23.2(D) Consents of Experts and Counsel 1 6K
11: EX-23.2(E) Consents of Experts and Counsel 1 6K
12: EX-27 Financial Data Schedule 1 7K
EX-5.1 — Consents of Experts and Counsel
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Exhibit 5.1
LAW OFFICES
One Boston Place
Boston, MA 02108-4404
617-557-5900
Fax 617-557-5999
David A. Garbus
617-557-5955
Internet: dgarbus@bost.rc.com
September 9, 1997
Omega Orthodontics, Inc.
3621 Silver Spur Lane
Acton, CA 93520
Re: Registration Statement on Form SB-2; File No. 333-27179
Ladies and Gentlemen:
We have acted as legal counsel to Omega Orthodontics, Inc., a Delaware
corporation ("Omega"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form SB-2 (No.
333-27179) (the "Registration Statement") pursuant to which Omega is registering
under the Securities Act of 1933, as amended, the following securities
(collectively, the "Securities"):
1. 2,070,000 shares (the "Shares") of the common stock (the "Common
Stock") of Omega, $.01 par value per share, (including 270,000 shares of Common
Stock which the several underwriters (the "Underwriters") represented by
National Securities Corporation (the "Representative") have the option to
purchase to cover over-allotments);
2. 2,070,000 redeemable common stock purchase warrants (the "Redeemable
Warrants") (including 270,000 Redeemable Warrants which the Underwriters have
the option to purchase to cover over-allotments);
3. 2,070,000 shares of Common Stock issuable upon exercise of the
Redeemable Warrants (the "Redeemable Warrant Shares");
4. 180,000 common stock purchase warrants granted to the Representative
(the "Representative's Warrants") to purchase 180,000 shares of Common Stock
and/or 180,000 Redeemable Warrants;
5. 180,000 shares of Common Stock issuable upon exercise of the
Representative's Warrants (the "Representative's Shares");
6. 180,000 Redeemable Warrants issuable upon exercise of the
Representative's Warrants (the "Representative's Redeemable Warrants"); and
Omega Orthodontics, Inc.
September 9, 1997
Page 2
7. 180,000 shares of Common Stock issuable upon exercise of the
Representative's Redeemable Warrants (the "Representative's Redeemable Warrant
Shares").
This opinion is being rendered in connection with the filing of the
Registration Statement. Unless otherwise indicated, capitalized terms used
herein shall have the meanings ascribed thereto in the Registration Statement.
For purposes of this opinion, we have assumed, without any
investigation, (i) the legal capacity of each natural person, (ii) the full
power and authority of each entity and person other than Omega to execute,
deliver and perform each document heretofore executed and delivered or hereafter
to be executed and delivered and to do each other act heretofore done or
hereafter to be done by such entity or person, (iii) the due authorization by
each entity or person other than Omega of each document heretofore executed and
delivered or hereafter to be executed and delivered and to do each other act
heretofore done or to be done by such entity or person, (iv) the due execution
and delivery by each entity or person other than Omega of each document
heretofore executed and delivered or hereafter to be executed and delivered by
such entity or person, (v) the legality, validity, binding effect and
enforceability as to each entity or person other than Omega of each document
heretofore executed and delivered or hereafter to be executed and delivered and
of each other act heretofore done or hereafter to be done by such entity or
person, (vi) the genuineness of each signature on, and the completeness of, each
document submitted to us as an original, (vii) the conformity to the original of
each document submitted to us as a copy, (viii) the authenticity of the original
of each document submitted to us as a copy, (ix) the completeness, accuracy and
proper indexing of all governmental and judicial records searched, (x) no
modification of any provision of any document, no waiver of any right or remedy
and no exercise of any right or remedy other than in a commercially reasonable
and conscionable manner and in good faith.
In connection with this opinion, we have examined the following
(collectively, the "Documents"):
(a) The Certificate of Incorporation of Omega filed as Exhibit 3.1 to
the Registration Statement and the Certificate of Amendment of Certificate of
Incorporation of Omega filed February 12, 1997 and filed as Exhibit 3.2 to the
Registration Statement;
(b) The By-Laws of Omega, as amended, filed as Exhibit 3.3 to the
Registration Statement;
(c) Corporate minute books or other records of Omega pertaining to the
proceedings of the stockholders and directors of Omega;
(d) The stock transfer ledger and records of Omega;
Omega Orthodontics, Inc.
September 9, 1997
Page 3
(e) The form of the Underwriting Agreement between Omega and the
Representative filed as Exhibit 1.1 to the Registration Statement (the
"Underwriting Agreement");
(f) The form of the Warrant Agreement between Omega and Continental
Stock Transfer & Trust Company filed as Exhibit 4.4 to the Registration
Statement;
(g) The form of the Representative's Warrant Agreement between Omega
and the Representative filed as Exhibit 4.5 to the Registration Statement (the
"Representative's Warrant Agreement"); and
(h) Certificate dated September 5, 1997 of the Secretary of State of
the State of Delaware as to the good standing of Omega.
The opinions expressed herein are based solely upon (i) our review of
the Documents, (ii) discussions with C. Joel Glovsky, Chairman of the Board and
Treasurer of Omega, Robert J. Schulhof, President and Chief Executive Officer of
Omega, and Edward M. Mulherin, Chief Financial Officer of Omega, respectively,
with respect to the Documents, (iii) the representations and warranties of Omega
contained in the Underwriting Agreement and the Representative's Warrant
Agreement, (iv) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein, and (v) such review of
public sources of law as we have deemed necessary.
Our opinions contained herein are limited to the laws of the
Commonwealth of Massachusetts, general corporate laws of the State of Delaware
and to Federal law of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. Omega is a corporation duly organized, validly existing and in good
standing in the State of Delaware.
2. The Securities have been duly authorized, and upon the sale thereof
as described in the Registration Statement and as contemplated by the
Underwriting Agreement and the Representative's Warrant Agreement, as the case
may be, the Securities will be legally issued.
3. The Shares, upon the sale thereof as described in the Registration
Statement and as contemplated by the Underwriting Agreement, will be fully paid
and non-assessable.
4. The Redeemable Warrant Shares, the Representative's Shares and the
Representative's Redeemable Warrant Shares, when issued upon the exercise of the
Redeemable Warrants, the Representative's Warrants and the Representative's
Redeemable Warrants, respectively, will be fully paid and non-assessable.
Omega Orthodontics, Inc.
September 9, 1997
Page 4
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an exhibit
to said Registration Statement and to the reference to our firm wherever it
appears in the Registration Statement, including the Prospectus constituting a
part thereof and any amendments thereto. This opinion may be used in connection
with the offering of the Securities only while the Registration Statement, as it
may be amended from time to time, remains in effect.
Very truly yours,
ROBINSON & COLE LLP
By: /s/ David A. Garbus
---------------------------
David A. Garbus, a Partner
DAG/lma
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/10/97 | | | | | | | None on these Dates |
| | 9/9/97 | | 1 | | 4 |
| | 9/5/97 | | 3 |
| | 2/12/97 | | 2 |
| List all Filings |
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