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 130 644K
2: EX-1.0 Form of Underwriting Agreement 30 133K
3: EX-1.1 Form of Selected Dealers Agreement 6 23K
4: EX-2.0 Stock Purchase Agreement 49 178K
5: EX-4.3 Form of Series Iv Warrant Agreement 28 98K
6: EX-4.5 Purchase Option 13 47K
7: EX-4.6 Stock Purchase Warrant 1 8K
8: EX-5 Form of Opinion of Gould & Wilkie 2 12K
9: EX-10.19 1996 Stock Option Plan 10 46K
10: EX-10.21 Exchange Agreement 8 35K
11: EX-11 Computation of Per Share Earnings 1 10K
12: EX-22.0 Subsidiaries of the Registrant 1 6K
13: EX-24.1 Consent of Estabrook & Co., Inc., P.C. 1 7K
14: EX-24.2 Consent of Moore Stephens, P.C. 1 7K
EX-5 — Form of Opinion of Gould & Wilkie
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EXHIBIT 5.0
__________, 1997
Questron Technology, Inc.
6400 Congress Avenue
Suite 200
Boca Raton, FL 33487
Re: QUESTRON TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM SB-2
-----------------------------------
Gentlemen:
Questron Technology, Inc., a Delaware Corporation (the "Company"), has filed
with the United States Securities and Exchange Commission (the "Commission") a
Registration Statement on Form SB-2 (Registration No. ________), with respect
to which this opinion is to be an exhibit, relating to the proposed sale by
the Company of:
1. Up to 1,150,000 previously unissued Units ("Units")
consisting of: (a) up to 1,150,000 previously
unissued shares of its Series B Convertible
Preferred Stock, $.01 par value ("Series B
Preferred Stock"), which are convertible into
_______ shares of Common Stock, par value $.001 per
share ("Common Stock") and (b) up to 1,150,000
previously unissued Series IV Warrants ("Series IV
Warrants");
2. Up to 1,150,000 shares of Common Stock underlying
the aforementioned Series IV Warrants;
3. A previously unissued underwriter's unit purchase
option ("Underwriter's Unit Purchase Option"),
representing the option to purchase 100,000
additional Units ("Underwriter's Units") consisting
of: (a) 100,000 previously unissued shares of
Series B Preferred Stock ("Underwriter's Series B
Preferred Stock") which are convertible into _____
shares of Common Stock and (b) 100,000 previously
unissued Series IV Warrants ("Underwriter's Series
IV Warrants");
4. 100,000 previously unissued shares of Common Stock
underlying the Underwriter's Series IV Warrants; and
5. 2,750,000 previously issued Series IV Warrants
which are to be offered by selling securityholders
("Selling Securityholders' Series IV Warrants") and
Questron Technology, Inc. - 2 - _________, 1997
2,750,000 previously unissued shares of Common
Stock underlying the Selling Securityholders'
Series IV Warrants.
The Registration Statement, as amended, is herein referred to as the
"Registration Statement".
We have acted as securities counsel for the Company in connection with the
transactions which are the subject matter of the Registration Statement and
are familiar with the various corporate proceedings related thereto. In
connection with the Registration Statement, we have examined such corporate
records of the Company and such other instrument, documents and certificates
as we have deemed necessary as a basis for our opinion. For purposes of this
opinion, we have assumed (i) the accuracy and completeness of all information
supplied by the Company, its officers, directors, or agents, (ii) that the
transactions set forth in the Registration Statement are consummated as set
forth therein, (iii) that the Commission shall have issued an order under the
Securities Act of 1933, as amended, declaring the Registration Statement
effective, and (iv) that all requisite authorizations, approvals, consents or
exemptions under the securities laws of the various states and other
jurisdictions of the United States of America shall have been obtained.
Based on the foregoing, we are of the opinion that the Units, the Series B
Preferred Stock, the Series IV Warrants, the Underwriter's Unit Purchase
Option, the Underwriter's Units, the Underwriter's Series B Preferred Stock,
the Underwriter's Series IV Warrants, the Selling Securityholders' Series IV
Warrants, and the Common Stock issuable upon conversion of the Series B
Preferred Stock and upon exercise of the Series IV Warrants, the Underwriter's
Series IV Warrants and the Selling Securityholder's Series IV Warrants to be
sold in accordance with the Registration Statement, are duly authorized and
upon issuance, delivery and sale thereof, for the consideration specified in
the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as a part of, or an exhibit to, any document which
may be filed with respect to the proposed transactions under the securities
laws of the various states and other jurisdictions of the United States of
America. We also consent to be named in the Registration Statement and in the
Prospectus which constitutes a legal part thereof as the counsel that will
pass upon certain legal matters for the Company in connection with the sale of
the Company's securities.
Very truly yours,
GOULD & WILKIE
Enclosures
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