exceptions, qualifications and assumptions set forth below and
except as set forth in the Share Purchase Agreement or the Schedule of
Exceptions related thereto, we are of the opinion that as of the date hereof:
A-2
THE COMPANY IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE. THE COMPANY IS QUALIFIED TO DO
BUSINESS AS A FOREIGN CORPORATION IN THE STATE OF CALIFORNIA. THE COMPANY HAS
THE REQUISITE CORPORATE POWER AND AUTHORITY TO OWN ITS PROPERTIES AND TO CONDUCT
ITS BUSINESS AS, TO OUR KNOWLEDGE, IT IS PRESENTLY CONDUCTED.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THE SHARE PURCHASE
AGREEMENT AND THE SALE, ISSUANCE AND DELIVERY TO YOU OF THE SHARES HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE COMPANY,
ITS DIRECTORS AND STOCKHOLDERS. THE SHARE PURCHASE AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY THE COMPANY AND CONSTITUTES A LEGAL, VALID AND BINDING
OBLIGATION OF THE COMPANY, ENFORCEABLE BY YOU AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS.
THE AUTHORIZED CAPITAL STOCK OF THE COMPANY CONSISTS OF 345,00,000 SHARES OF
COMMON STOCK AND 2,000,000 SHARES OF PREFERRED STOCK.
THE SALE, ISSUANCE AND DELIVERY OF THE SHARES HAVE BEEN DULY AUTHORIZED AND,
UPON PURCHASE PURSUANT TO THE TERMS OF THE SHARE PURCHASE AGREEMENT, THE SHARES
WILL BE VALIDLY ISSUED, NONASSESSABLE AND FULLY PAID, AND FREE OF ANY LIENS
CREATED BY THE COMPANY. TO OUR KNOWLEDGE, THE COMPANY IS NOT SUBJECT TO ANY
PREEMPTIVE RIGHTS WITH REGARD TO THE ISSUANCE OF THE SHARES.
OTHER THAN IN CONNECTION WITH ANY SECURITIES LAWS (WITH RESPECT TO WHICH WE
DIRECT YOU TO PARAGRAPH 7 BELOW), THE COMPANY'S EXECUTION AND DELIVERY OF, AND
ITS PERFORMANCE AND COMPLIANCE AS OF THE DATE HEREOF WITH THE TERMS OF, THE
SHARE PURCHASE AGREEMENT DO NOT VIOLATE ANY PROVISION OF ANY FEDERAL, DELAWARE
CORPORATE OR CALIFORNIA LAW, STATUTE, RULE OR REGULATION APPLICABLE TO THE
COMPANY OR ANY PROVISION OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
OR BYLAWS AND DO NOT CONFLICT WITH OR VIOLATE ANY MATERIAL PROVISIONS OF ANY OF
THE MATERIAL AGREEMENTS FILED AS EXHIBITS TO THE COMPANY DOCUMENTS.
OTHER THAN IN CONNECTION WITH ANY SECURITIES LAWS (WITH RESPECT TO WHICH WE
DIRECT YOU TO PARAGRAPH 7 BELOW) ALL CONSENTS, APPROVALS, ORDERS OR
AUTHORIZATIONS OF, AND ALL QUALIFICATIONS BY AND FILINGS AND REGISTRATIONS WITH,
ANY FEDERAL, DELAWARE CORPORATE OR CALIFORNIA STATE GOVERNMENTAL AUTHORITY ON
THE PART OF THE COMPANY NECESSARY FOR THE ISSUANCE BY THE COMPANY OF THE SHARES
AS CONTEMPLATED BY THE SHARE PURCHASE AGREEMENT HAVE BEEN MADE OR OBTAINED.
A-3
ON THE ASSUMPTION THAT THE REPRESENTATIONS OF THE PURCHASERS IN THE SHARE
PURCHASE AGREEMENT ARE CORRECT, THE OFFER AND SALE OF THE SHARES TO THE
PURCHASERS PURSUANT TO THE TERMS OF THE SHARE PURCHASE AGREEMENT ARE EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT AND FROM THE
QUALIFICATION REQUIREMENT OF THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS
AMENDED.
EXCEPT AS SET