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Exhibit 23(a)
February 16, 1998
OPINION AND CONSENT OF BRYAN CAVE LLP
We have acted as counsel to Butler National Corporation, a Delaware
corporation (the "Corporation"), in connection with the registration under
the Securities Act of 1933, as amended on Form S-8 (the "Registration
Statement") of 3,500,000 shares of the Corporation's common stock par value
$.01 per share (the "Common Stock"), issuable under the 1995 Non-Qualified
Stock Option Plan (the "Plan") of Butler National Corporation. Such shares
of Common Stock issuable pursuant to the Plan are herein referred to as "the
Shares". As such counsel, we have examined and relied upon originals or
copies, certified or otherwise, identified to our satisfaction of such
corporate records, agreements, documents, instruments and certificates of
officers and representatives of the Corporation and have made such
investigations of law, as we deem necessary or appropriate in order to enable
us to render the opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of the opinion that
the Shares have been duly and validly authorized for issuance and will be,
when issued and delivered pursuant to the term and conditions set forth in the
Plan, validly issued, fully paid and nonassessable.
The opinion stated herein, is as of the date hereof, and we assume no
obligation to update or supplement this legal opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur. This legal opinion is limited to the matters stated
herein and no opinion is implied or may be inferred beyond the matters
expressly stated.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BRYAN CAVE LLP