Darrin J. DeLange, Esq.
DARRIN J. DELANGE P.C.
1959 S. Power Rd., Suite 103-137
Mesa, Arizona 85206
May 28, 2010
To Whom It May Concern:
This opinion letter is written on behalf of my client, VirTra Systems, Inc. Pink OTC
Markets is entitled to rely on this letter in determining whether the issuer, VirTra
Systems, Inc., has made adequate current information publicly available within the
meaning of Rule 144 (cX2) under the Securities Act of 1933. I am a U.S. citizen and
resident and have been retained by the issuer as corporate counsel. One of my duties is to
insure that regular disclosure is made to the public pursuant to the Securities Act of 1933
and related rules and regulations.
I have examined such corporate records and other documents and such questions of law
as I considered necessary or appropriate for purposes of rendering this letter. I am
authorized to practice law in the State of Arizona. I am permitted to practice before the
SEC and have not been prohibited from practice there under. The jurisdictions covered
by this letter include the laws of the United States. As to matters of fact, I have relied
upon information from officers of the issuer and other sources and represent that all such
sources were believed by me to be reliable.
I have relied on "VirTra's 1st Quarter 2010 Report" posted in the Pink Sheets News
Service on May 14, 2010. This information (i) constitutes adequate current public
information concerning the securities and the issuer and is available within the meaning
of Rule 144 (c)(2) under the Securities Act, (ii) includes all of the information that a
broker-dealer would be required to obtain from the issuer to publish a quotation of the
securities under Rule 15c2-11 under the Securities Act of 1934 (The "Exchange Act"),
and (iii) complies as to form with Pink Sheets Guidelines for Providing Adequate Current
information which are located on the internet at www.otcmarkets.com.
The financials were prepared by Mr. Jeff Brown, CPA, in accordance with GAAP
standards. Mr. Jeff Brown is qualified in preparing GAAP financial statements. The
statements are not audited.
The issuer's transfer agent is
is consistent with the corporate records of the Issuer.
personally met with management, the majority of directors, and all of the officers of the
issuer to discuss the information.
To the best of my knowledge, after inquiry of management and the directors of the issuer,
neither the issuer of the securities, nor any 5% holder, nor counsel is currently under
investigation by any federal or state regulatory authority for any violation of federal or
state securities laws.
No person other than the Pink Sheets is entitled to rely on this letter. However, I grant
the Pink Sheets full and complete permission and rights to publish the letter in the Pink
Sheets News Service for viewing by the public and regulators.
Yours Truly,
/s/ Darrin J. DeLange
Darrin J. De Lange, Esq.
Director, DARRIN J. DELANGE P.C.