Formcap Corp. – ‘S-8’ on 7/1/03 – EX-5.1

On:  Tuesday, 7/1/03, at 5:00pm ET   ·   Effective:  7/1/03   ·   Accession #:  1015402-3-2626   ·   File #:  333-106722

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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            9     31K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1                                                              

OPINION OF Frank W. Birkholz, COUNSEL                 

June 11, 2003             

Securities and Exchange Commission                                              
450 Fifth Street, N. W.                                                         
Washington, D. C. 20549                                                         

Re:  Registration Statement on Form S-8                     

Dear Ladies and Gentlemen:                                                      

  We have reviewed the Articles of Incorporation (as amended) of Northstar
Electronics, Inc., a Delaware corporation (the "Company").                      

Subject to approval of the Board of Directors of the Company of the   
issuances of the shares pursuant to the various employee or consultant benefit  
plans which are the subject to this Registration and payment in an amount to be 
set by the Board of Directors for each share issued hereunder, and the          
continuing availability of authorized shares of common stock, and approval by   
the Board of Directors of the various employee or consultant benefit plans which
are the subject to this Registration, and further subject, as to each person    
receiving shares under such employee benefit or consultant agreement that bona  
fide services are to be performed thereunder for purposes permitted by Form S-8 
under the Securities Act of 1933, and without allowance for whether the Business
Judgment of said Directors would or would not be supported in a proceeding to   
verify or challenge that judgment, it being assumed solely for the purposes     
hereof that such business judgment would be affirmed, but without opinion as to 
the possibility as to that or any other possible collateral attack thereon:     

     Based upon the foregoing and in reliance thereon, we advise you that in our
opinion the Shares, when issued and delivered in accordance with the provisions 
of the various employee and consultant benefit plans, will be legally issued,   
fully paid and non-assessable.                                                  

    We consent to the filing of this opinion as an exhibit to the Registration
Statement.                                                                      

         Respectfully submitted,

        /s/ Frank W. Birkholz,
       Counsel

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		7/1/03		None on these Dates
		6/11/03
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