Exhibit 5.
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TELEPHONE (▇▇▇) ▇▇▇-▇▇▇▇
FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
October 28, 2003
NuTech Digital, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Stock Option Agreement for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Gentlemen:
We have acted as counsel to NuTech Digital, Inc. (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, no par value (the "Shares"),
which may be issued upon exercise of the option granted to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. In
connection with that registration, we have reviewed the proceedings of the Board
of Directors of the Company relating to the registration and proposed issuance
of the Shares, the Articles of Incorporation of the Company and all amendments
thereto, the Bylaws of the Company and all amendments thereto, and such other
documents and matters as we have deemed necessary to the rendering of the
following opinion.
Based upon that review, it is our opinion that the Shares, when issued
in conformance with the terms and conditions of the Stock Option Agreement, will
be legally issued, fully paid, and nonassessable under the California General
Corporation Law.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.
We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares.
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
/s/ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP