Gradco Systems Inc – ‘S-8’ on 2/3/98 – EX-5

As of:  Tuesday, 2/3/98   ·   Effective:  2/3/98   ·   Accession #:  1047469-98-3066   ·   File #:  333-45483

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           20     62K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Exh 4-1997 Stock Option Plan                           4     17K 
 3: EX-5        Exh 5- Opinions of Bressler, Amery & Ross              2      9K 
 4: EX-23       Exh 23- Consent of Price Waterhouse                    1      5K 

EX-5   —   Exh 5- Opinions of Bressler, Amery & Ross

EX-5
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January 30, 1998                                                                

Gradco Systems, Inc.                                                            
3753 Howard Hughes Parkway                                                      
Suite 200                                                                       
Las Vegas, Nevada 89109                                                         

Gentlemen:                                                                      

 We have acted as counsel for Gradco Systems, Inc., a Nevada corporation
(the "Company"), in connection with the registration statement on Form S-8      
(the "Registration Statement") filed by the Company under the Securities Act    
of 1933 covering an aggregate of 400,000 shares of Common Stock of the          
Company (the "Shares") issued and issuable pursuant to the Company's 1997       
Stock Option Plan (the "Plan").                                                 

In connection with the Registration Statement, we have examined such  
records and documents and such questions of law as we have deemed necessary     
or appropriate for purposes of this opinion, including but not limited to the   
following:                                                                      

(a)  Articles of Incorporation, as amended to date, of the Company      
certified by the Nevada Secretary of State;                   

(b)  By-Laws of the Company;                                            

(c)  Minutes, resolutions and documentary evidence of other actions     
 taken by the shareholders and Board of Directors of the Company
through January 30, 1998;                                     

(d)  Specimens of the certificates for the Company's Common Stock;      
and                                                           

(e)  The Plan.                                                          

Additionally, we have consulted with officers and directors of the    
Company and have obtained such representations from such persons with respect   
to matters of fact as we deem necessary or advisable.                           

Based on the foregoing and on all other instruments, documents and    
matters examined and necessary for the rendering of this opinion, we are of     
the opinion that the 400,000 shares of Common Stock registered by the           
Registration Statement have been legally issued, are fully-paid and             
non-assessable, except that those which have not yet been issued will be,       
when issued pursuant to the terms of the Plan and for not less than the par     
value thereof, legally issued, fully-paid and non-assessable.                   

We hereby consent to the filing of this opinion as an Exhibit to the  
Registration Statement and the reference to this firm under                     

EX-5
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the caption "Interests of Named Experts and Counsel" in the prospectus which    
constitutes a part thereof.                                                     

Very truly yours,   

        BRESSLER, AMERY & ROSS, P.C.

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		2/3/98							None on these Dates
		1/30/98		1
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