EX-5 3 doc2.txt [LETTERHEAD OF CUTLER LAW GROUP] July 15, 2003 Military Communications Technologies, Inc. 2222 Michelson Drive, Suite 477 Irvine, CA 92612 Ladies and Gentlemen: You have requested our opinion as counsel for Military Communications Technologies, Inc., a Delaware corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company of up to 750,000 shares of Company common stock issuable to Lance Perry, 750,000 shares of Company common stock issuable to Robert Proctor, and 750,000 shares of Company common stock issuable to Roger May, existing or former officers of the Company, as well as 600,000 shares of Company common stock issued to Cutler Law Group for legal services. We have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about June 5, 2003 (the "Registration Statement"). We further have examined the Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock covered by the Registration Statement will be legally issues, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Cutler Law Group Cutler Law Group