L. VAN STILLMAN, P.A.
Attorney at Law
1177 George Bush Boulevard
Suite 308
Delray Beach, Florida 32779
Telephone (561) 330-9903
Fax (561)-330-9116
Admitted in Florida and Pennsylvania
E-Mail [email protected]
July 24, 2000
Board of Directors
Ultimate Franchise Systems, Inc.
2101 West State Road 434
Suite 100
Longwood, Florida 32779
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 1,500,000 shares
of common stock (no par value) to be issued to various individuals solely for
services, when issued, will be legally issued and fully paid and non-assessable
securities of the Company. In connection with these agreements, I have examined
the Form of the Registration Statement to be filed by the Company in connection
with such shares on Form S-8; the Articles of Incorporation of the Company, as
amended; the By-Laws of the Company currently in effect; and the Minutes of the
Company relating to the issuance of the shares. In addition, I have examined
such other documents and records, instruments and certificates of public
officials, officers and representatives of the Company and have made such other
investigations as I deemed necessary or appropriate under the circumstances. In
connection with rendering this opinion, I have reviewed such statutes and
regulations as I have deemed relevant and necessary. In my examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity of all documents submitted to me as certified or photostat copies,
and the authenticity of the original of such copies. I have further assumed that
the recipients
<PAGE>
BOARD OF DIRECTORS
Ultimate Franchise Systems, Inc.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
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of the shares of common stock under this agreement will have paid the
consideration required under the terms of such agreement or agreements prior to
the issuance of such shares.
Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the limitations set forth herein, the agreements made with
individuals for the issuance of 1,500,000 shares of common stock to be issued,
will, upon receipt of full payment, issuance and delivery in accordance with the
terms of the agreements covered by such Registration Statement, be duly and
validly authorized, legally issued, fully paid and non-assessable. This opinion
is expressly limited in scope to the shares enumerated herein which are to be
expressly covered by the Registration Statement and does not cover subsequent
issuances of shares to be made in the future pursuant to such agreement, if any,
pertaining to services to be performed in the future. Such transactions are
required to be included in either a new registration statement or a post
effective amendment to the Registration Statement including updated opinions
concerning the validity of issuance of such shares.
This opinion is limited to the laws of the State of Florida. I express
no opinion with respect to the laws of any other jurisdiction. In addition, I
hereby consent to you filing this opinion with the Securities and Exchange
Commission as an exhibit to the above-referenced Registration Statement. This
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent. This opinion is based upon my
knowledge of the law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my attention
hereafter.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
/lvs/
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L. Van Stillman, President
LVS:kni
