OPINION OF COUNSEL
Kelly Lytton & Vann LLP
Attorneys at Law
1900 Avenue of the Stars, Suite 1450 Los Angeles, California 90067
(310) 277-1250
Telefax (310) 286-1816
January 11, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Registration and Issuance of Common Stock by
SBI Communications, Inc.
Ladies and Gentlemen,
I have acted as corporate and securities law counsel to SBI Communications,
Inc., a Delaware corporation (the "Company") in connection with the proposed
issuance of a maximum of 1,500,000 shares of the Company's common stock (the
"Shares"), pursuant to the terms and conditions described in the Company's
Registration Statement on Form S-8 dated January 11, 2001.
In connection with this representation, I have examined and relied upon
such records and documents as I have deemed necessary as a basis for the
opinions expressed below. In such examination, I have assumed, without
undertaking to verify the same by independent investigation, (i) as to questions
of fact, the accuracy of all representations and certifications of all persons
in documents examined by me, (ii) the genuineness of all signatures, (iii) the
duly authorized execution and delivery of all documents on behalf of all
persons, (iv) the authenticity of all documents submitted to me as originals,
(v) the conformity to originals of all documents submitted to me as copies,
(vii) the accuracy of all official records. I have also relied, as to certain
matters of fact, upon representations made to me by officers and agents of the
Company.
Based upon and subject to the foregoing, I am 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 full power to own
its properties and carry on its businesses as now being conducted.
(2) The Shares will be, when issued in accordance with terms and conditions
described in the Company's Registration Statement duly and validly issued, fully
paid and non-assessable under applicable provisions of the Delaware Corporation
Law, and the Company's shareholders have no preemptive rights to acquire
additional shares of the Company's common stock on account of issuance of the
Shares.
Very truly,
/s/ John Holt Smith
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John Holt Smith
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CONSENT OF JOHN HOLT SMITH, ESQ.
I consent to the reference to my name under the caption "Legal Matters" in
the Registration Statement (Form S-8) and related Prospectus of SBI
Communications, Inc. for the registration of shares of its common stock.
Los Angeles, California
January 11, 2001
/s/ John Holt Smith
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John Holt Smith
Attorney at Law
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