June 14, 2000
Board of Directors
AudioMonster Online, Inc.
200-1311 Howe St.
Vancouver, B.C. Canada V6Z 2P3
Gentlemen;
We have acted as securities counsel for AudioMonster Online, Inc.
the "Company"). You have asked us to render this opinion to the
Company.
You have advised that:
1. The Company is current in its reporting responsibilities to
the Securities and Exchange Commission as mandated by the
Securities Exchange Act of 1934, as amended
2. Herbert M. Jacobi, Daniel G. Chapman, and Sean P. Flanagan
have acted and will continue to act as legal counsel on behalf of
the Company.
3. In their capacities as legal counsel, the above-named
individuals have provided bona-fide services to the Company which
are not in relation to the offer or sale of securities in a
capital-raising transaction, and which did not either directly or
indirectly promote or maintain a market for the Company's
securities.
4. The Company has agreed to issue its common stock to the
above-named individuals as compensation for their services on
behalf of the Company.
5. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of the Company. These shares shall be registered pursuant to a
Registration Statement on Form S-8.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that Infotopia may avail itself of a Registration
Statement on Form S-8, and is qualified to do so. It is our
further opinion that the above-named individuals are proper
persons qualified to receive shares which are registered in a
Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.
