Real Data Inc – ‘SB-2’ on 7/13/00 – EX-5.1

On:  Thursday, 7/13/00, at 4:00pm ET   ·   Accession #:  1010412-0-159   ·   File #:  333-41342

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration Statement on Form SB-2                   73    287K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      3±    12K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      2      9K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws      2±     8K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws      2      9K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws      9±    32K 
 7: EX-5.1      Opinion re: Legality                                   2±    11K 
 8: EX-10.1     Material Contract                                     31±   138K 
 9: EX-23.1     Consent of Experts or Counsel                          1      8K 
10: EX-23.2     Consent of Experts or Counsel                          1      7K 
11: EX-27       Financial Data Schedule                                1      8K 

EX-5.1   —   Opinion re: Legality

                         [LETTERHEAD OF BRANDEN T. BURNINGHAM]

June 15, 2000                                                                   

Galtech Semiconductor Materials Corporation                                     
923 West 500 North                                                              
Lindon, Utah 84042                                                              

Re:          Galtech Semiconductor Materials Corporation, a Utah corporation    
(the "Company")                                       

Ladies and Gentlemen:                                                           

      I refer to the Company's Registration Statement on Form SB-2 under
the Securities Act of 1933, as amended (the "Registration Statement"), which    
will be filed with the Securities and Exchange Commission.  The Registration    
Statement relates to the registration of approximately 1,000,000 shares of the  
Company's $0.00025 par value common stock (the "Common Stock"), to be offered   
and sold by one of the holders thereof (the "Selling Stockholder").             

Assumptions               

  In rendering the opinion expressed below, I have assumed, with
your permission and without independent verification or investigation:          

1.     That all signatures on documents I have examined in  
connection herewith are genuine and that all items submitted to me as original  
are authentic and all items submitted to me as copies conform with originals;   

2.      Except for the documents stated herein, there are no
documents or agreements between the Company and/or any third parties which      
would expand or otherwise modify the respective rights and obligations of the   
parties as set forth in the documents referred to herein or which would have    
an effect on the opinion;                                                       

 3.     That each of the documents referred to constitutes the
legal, valid and binding obligation of the party executing the same; and        

      4.     That as to all factual matters, each of the representations
and warranties contained in the documents referred to herein is true, accurate  
and complete in all material respects, and the opinion expressed herein is      
given in reliance thereon.                                                      

   I have examined the following documents in connection with this
matter:                                                                         

1.  Articles of Incorporation of the Company, as amended;   

2.  Bylaws of the Company;                                  

3.  The Registration Statement;                             

 4.  Resolutions of the Board of Directors of the Company; and

5.  Securities Purchase Agreement, warrants and Registration
Rights Agreement used in the Company's private placement of its securities      
with Verity Global Financial, LLC.                                              

 I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive          
officers and agents of the Company, and have made such investigations as I      
have deemed reasonable, necessary or prudent under the circumstances.  Also,    
in rendering this opinion, I have reviewed various statutes and judicial        
precedence as I have deemed relevant or necessary.                              

 Based upon my examination mentioned above, and relying on the
statements of fact contained in the documents that I have examined, I am of     
the opinion that the Common Stock, when sold, will be legally issued, fully     
paid and non-assessable.                                                        

      I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and the reference to me in the Prospectus under the      
caption "Legal Opinions."                                                       

      Sincerely yours,

                             /s/ Branden T. Burningham

           Branden T. Burningham

Dates Referenced Herein

This ‘SB-2’ Filing		Date		Other Filings
Filed on:		7/13/00		None on these Dates
		6/15/00
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