DILL DILL CARR STONBRAKER & HUTCHINGS
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
--------------------------------------------------------------------------------
Daniel W. Carr Stephen M. Lee
John J. Coates Fay M. Matsukage**
H. Alan Dill Adam P. Stapen
Robert A. Dill Jon Stonbraker
Thomas M. Dunn Craig A. Stoner
John A. Hutchings Patrick D. Tooley
-------
Leslie Block Kaye*
of counsel
* Also licensed in
Arizona and New
York
**Also licensed in
Nevada
August 10, 2000
PROform golf, inc.
5335 West 48th Avenue, Suite 200
Denver, Colorado 80212
Gentlemen:
As counsel for your company, we have reviewed your Articles of Incorporation,
Bylaws, and such other corporate records, documents, and proceedings and such
questions of law as we have deemed relevant for the purpose of this opinion.
We have also examined the Registration Statement of your company on Form SB-2
which was filed initially with the Securities and Exchange Commission (the
"Commission") on July 28, 2000, and the amendment to the registration statement
to be transmitted for filing on or about August 10, 2000, covering the
registration under the Securities Act of 1933, as amended, of the following:
(a) 747,800 shares of Common Stock to be issued as payment of outstanding
promisssory notes;
(b) 202,000 shares of Common Stock to be issued upon conversion of
outstanding shares of Series C Preferred Stock;
(b) 690,000 shares of Common Stock to be sold by selling security holders;
and
(c) up to 1,200,000 shares of Common Stock to be issued upon exercise of
stock options and warrants;
including the exhibits and form of prospectus (the "Prospectus") filed
therewith.
On the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware with all
requisite corporate power
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PROform golf, inc.
August 10, 2000
Page 2
and authority to own, lease, license, and use its properties and assets
and to carry on the businesses in which it is now engaged.
2. The Company has an authorized capitalization as set forth in the
Prospectus.
3. The shares of Common Stock of the Company to be issued as payment of
certain outstanding promissory notes of the Company are validly
authorized and when such shares are issued in accordance with the terms
of the notes, the shares of Common Stock so issuable will be validly
issued as fully paid and nonassessable shares of Common Stock of the
Company.
4. The shares of Common Stock of the Company to be issued upon conversion
of the Series C Preferred Stock of the Company are validly authorized
and when such shares of Series C Preferred Stock are converted in
accordance with the terms of the Statement of Series Shares, the shares
of Common Stock so issuable upon conver sion will be validly issued as
fully paid and nonassessable shares of Common Stock of the Company.
5. The shares of Common Stock of the Company to be sold by certain selling
security holders have been validly authorized and issued as fully paid
and nonassessable shares of Common Stock of the Company.
6. The shares of Common Stock of the Company to be issued upon the
exercise of the stock options and warrants are validly authorized and
when the stock options and warrants are exercised in accordance with
their terms, the shares of Common Stock so issuable upon exercise will
be validly issued as fully paid and nonassessable shares of Common
Stock of the Company.
We hereby consent to the use of our name in the Registration Statement and
Prospectus in the section captioned "Legal Matters," and we also consent to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/Dill Dill Carr Stonbraker & Hutchings, P.C.
DILL DILL CARR STONBRAKER
& HUTCHINGS, P.C.
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