EXHIBITS 5.2 AND 23.6
[LETTERHEAD OF MINTMIRE & ASSOCIATES]
______________,2000
Cuidao Holding Corp.
2951 Simms Street
Hollywood, FL 33020-1510
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel to Cuidao Holding Corp., a Florida corporation
(the "Company"), in connection with the preparation and filing of a registration
statement on Form SB-2 (Registration Number _______) (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"),
registering initially an aggregate of 3,322,668 shares of the Company's Common
Stock, par value $.0001, 322,700 shares of which are currently issued and
outstanding (the "Outstanding Shares") and held in escrow of which 274,140 are
held against conversion of all or part of the seven (7) notes payable to
Infinity Financial Group, Inc. ("IFG") in the principal amount of $177,245.39
plus interest at the rate of 8% p.a. for the two-year term of the note, and
48,560 are held against exercise of the initial warrants (the "Warrant Shares")
and the balance of which are to be issued at such time as additional loans up to
an aggregate of $1,647,754.61 are made by IFG to the Company, some of which
shares are to be held in escrow against conversion of additional notes and
against exercise of additional warrants (collectively the "Additional Offered
Shares"), all of which are for resale by the Selling Shareholders (as defined in
the Registration Statement).
For purposes of this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Company's Articles
of Incorporation and Bylaws, each as amended to date, resolutions adopted by the
Company's Board of Directors and other agreements, instruments, documents and
records relating to the Company and the issuance of the Outstanding Shares,
Warrants Shares and Additional Offered Shares as we deemed appropriate. In all
examinations, we have assumed the legal capacity of each natural person signing
any of the documents and corporate records relating to the Company, the
genuineness of signatures, the authenticity of the documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all records and other
information made available to us by the Company. As to various questions of fact
material to our opinion, we have relied on representations of officers of the
Company.
We express no opinion concerning the laws of any jurisdictions other
than the Florida Business Corporation Act.
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On the basis of the foregoing, we are of the opinion that the
Outstanding Shares have been validly issued and when released from escrow will
be fully paid and non-assessable by the Company, the Warrant Shares, upon
exercise of the warrants and payment thereof in accordance with the terms
thereof, will be validly issued, fully paid and non-assessable by the Company
and the Offered Shares when issued in accordance with the IFG Loan Agreement (as
defined in the Registration Statement), will be validly issued, and fully paid
and non-assessable by the Company when released from escrow whether as a result
of conversion of all or part of any outstanding note or upon exercise of the
warrants and payment thereof in accordance with the terms thereof.
We hereby consent to the reference of our firm under the caption "Legal
Opinion" in the Prospectus and to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Mintmire & Associates
Mintmire & Associates
