Exhibit
5
[LETTERHEAD
OF DONALD T. LOCKE APPEARS HERE]
Board
of
Directors
Nano-Proprietary,
Inc.
3006
Longhorn Boulevard
Gentlemen:
I
am
acting as counsel to Nano-Proprietary, Inc., a Texas corporation (the
"Company"), in connection with the proposed offer and sale by certain selling
shareholders of up to 3,210,656 shares of the Company's common
stock.
In
my
capacity as counsel to the Company, I have participated in the preparation
of
the Post Effective Amendment No. 1 to FormS-1 Registration Statement of the
Company with respect to the offer and sale of the common stock to be filed
with
the Securities and Exchange Commission under the Securities Act of 1933,
and the
General Rules and Regulations thereunder. Capitalized terms used therein
shall
have the meanings ascribed to them in the Registration Statement.
In
connection with the opinions expressed below, I have examined a signed
copy of
the Registration Statement, corporate records of the Company (on which
I have
relied with respect to the accuracy of the material factual matters covered
thereby), and such other documents as I have deemed necessary or appropriate
for
purposes of the opinions expressed below.
Based
on
the foregoing and subject to the qualifications and limitations set forth
below,
I am of the opinion that (i) the shares of common stock held by the selling
shareholders are validly issued, fully paid and non-assessable; and (ii)
the
shares of common stock to be issued pursuant to the warrants are validly
authorized and, when such shares have been duly delivered against payment
as
provided in the warrants, such shares shall be validly issued, fully paid
and
non-assessable.
My
opinion is limited in all respects to the substantive law of the State
of Texas
and the federal law of the United States, and I assume no responsibility
as to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction. The opinion expressed in this letter is rendered as of the
date
hereof, and we undertake no, and hereby disclaim any, obligation to advise
you
of any changes in or new developments which might affect matters or opinions
set
forth herein.
I
hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the statement made regarding me under the caption "Legal Opinions"
in the
prospectus included in the Registration Statement.
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Very
truly Yours,
/s/
Donald T. Locke
Donald
T. Locke
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