Number Description
4.1* Amended and Restated Articles of Incorporation of
the Registrant.
4.2* Restated By-Laws of the Registrant.
4.3* 1992 Stock Option Plan, as amended.
4.4* Specimen certificate representing the Common
Stock of Registrant.
5.1 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Independent Public Accountants.
23.1a Consent of Wilmer, Cutler & Pickering (included
in Exhibit 5.1).
24.1 Power of Attorney (included as part of the
signature page to this Registration Statement).
------------------
* Incorporated herein by reference from the Registrant's Registration
Statement on Form SB-2 (File No. 333-2002).
-16-
WILMER, CUTLER & PICKERING
100 LIGHT STREET WASHINGTON
BALTIMORE, MD 21202 BALTIMORE
LONDON
--------------- BRUSSELS
BERLIN
TELEPHONE (410) 986-2800
FACSIMILE (410) 986-2828
January 2, 1997
Forensic Technologies International Corporation
2021 Research Drive
Annapolis, Maryland 21401
Re: 1992 Stock Option Plan, as Amended and Restated
Forensic Technologies International Corporation
Ladies and Gentlemen:
We have acted as counsel to Forensic Technologies International
Corporation, a Maryland corporation (the "Company"), in connection with the
preparation by the Company of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, for the
registration of 1,002,548 shares of common stock, $.01 par value per share (the
"Shares") and options covering 1,002,548 of the Shares, of the Company issuable
upon the exercise of stock options or grants of Shares pursuant to the 1992
Stock Option Plan, as Amended and Restated, of Forensic Technologies
International Corporation (the "Plan").
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Form S-8;
2. A copy of the document disclosing material information to Plan
participants prepared in connection with the Form S-8;
3. A copy of the Plan, as certified on January 2, 1997 by the Secretary
of the Company as then being complete, accurate and in effect;
4. A copy of the Amended and Restated Articles of Incorporation of the
Company, as certified on January 2, 1997 by the Secretary of the
Company as then being complete, accurate and in effect;
5. By-laws of the Company; as certified on January 2, 1997 by the
Secretary of the Company as then being complete, accurate and in
effect;
Forensic Technologies International Corporation
January 2, 1997
Page 2
6. Resolutions of the Board of Directors of the Company adopted at
meetings held January 12, 1996, January 26, 1996 and July 17, 1996, as
certified by the Secretary of the Company on January 2, 1997 as then
being complete, accurate and in effect; and
7. Minutes of the Annual Meeting of Stockholders of the Company held
March 20, 1996, as certified by the Secretary of the Company on
January 2, 1997 as then being complete, accurate and in effect.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
We are members of the Bar of the State of Maryland and do not hold
ourselves out as being experts in the law of any other state. This opinion is
limited to the laws of the United States and the Maryland General Corporation
Law. Our opinion is rendered only with respect to the laws and rules,
regulations and orders thereunder that are currently in effect.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that:
1. The issuance of options in accordance with the terms of the Plan has
been lawfully and duly authorized by the Board of Directors and
Stockholders of the Company.
2. The issuance of the Shares upon the exercise of options granted, when
issued in accordance with the terms of the Plan, has been lawfully and
duly authorized by the Board of Directors and Stockholders of the
Company; and
3. When the options have been exercised, the exercise price paid in full
and the Shares have been issued and delivered in accordance with the
terms of the Plan, the Shares will be validly issued, fully paid and
nonassessable under the Maryland General Corporation Law.
Forensic Technologies International Corporation
January 2, 1997
Page 3
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Form S-8 on January 3,
1997, and should not be quoted in whole or in part or otherwise be referred to,
nor otherwise be filed with or furnished to any governmental agency or other
person or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Form
S-8. Nothing herein shall be construed to cause us to be considered "experts"
within the meaning of Section 11 of the Securities Act of 1933, as amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ JOHN B. WATKINS
------------------------
John B. Watkins, a partner
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-__________) pertaining to the Forensic Technologies International
Corporation 1992 Stock Option Plan, As Amended, of our report dated December 23,
1996, with respect to the consolidated financial statements of Forensic
Technologies International Corporation at December 31, 1995 and 1994 and the
years then ended, included in its Current Report on Form 8-K dated December 31,
1996, filed with the Securities and Exchange Commission.
Baltimore, Maryland
December 30, 1996
YOUNG,
CRAIG
+ COMPANY
----------------
CERTIFIED PUBLIC
ACCOUNTANTS
CONSENT OF YOUNG, CRAIG + COMPANY, Dennis A. Young, CPA
Janet L. Craig, CPA
Raymond H. Skitt, CPA
Robert D. Galen, CPA
INDEPENDENT AUDITORS David L. Heacock, CPA
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-________) pertaining to the Forensic Technologies Corporation 1992
Stock Option Plan, As Amended, of our report dated July 25, 1996, with respect
to the Teklicon, Inc. at March 31, 1996 financial statements and the year then
ended, included in its Current Report on Form 8-K dated December 31, 1996, filed
with the Securities and Exchange Commission.
December 31, 1996
/s/ Young, Craig + Company LLP
