OPINION OF MICHAEL S. KROME
Exhibit 5.1
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Michael S. Krome, P.C.
Attorney-at-Law
8 Teak Court
Lake Grove, New York 11755
January 5, 2001
Alottafun!, Inc.
141 N. Main Street
Suite 207
West Bend, Wisconsin 53095
Dear Sirs:
You have requested an opinion with respect to certain matters in
connection with the filing by Alottafun!, Inc., (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement with the
Securities and Exchange Commission, covering the registration of 9,050,000
shares and options for 250,000 shares of the Company's Common Stock, par value
$0.01 per share (the "Shares"), for issuance pursuant to various agreements
between the Company and the holders of the shares specified below.
The shares to be covered by the Form S-8 include the following shares
and options:
1. 2,500,000 shares of Common Stock of the Company, in the name of David
Bezalel, covered by Options already issued by the Company to Mr. Bezalel;
2. 2,500,000 shares of Common Stock of the Company, in the name of Michael
Porter, covered by Options already issued by the Company to Mr. Porter;
3. 1,000,000 shares of Common Stock of the Company, in the name of Chris
Powers, covered by Options already issued by the Company to Mr. Powers;
4. 1,000,000 shares of Common Stock of the Company, to be issued in the name
of John Johansen for payment of consulting and advice regarding business
practices and the reorganization of the Company, as well as merger and
acquisition advice to be rendered to the Company;
5. 1,000,000 shares of Common Stock of the Company, in the name of Gerald
Couture, 500,000 shares of which are covered by Options already issued by
the Company to Mr. Couture with the balance of 500,000 shares as payment
for consulting and management services;
6. 300,000 shares of Common Stock of the Company, to be issued for the benefit
of Michael S. Krome, P.C., for legal services to the Company, said shares
to be issued in the name of Merchants Barter Exchange, Inc., pursuant to an
agreement between the parties; and
7. 750,000 shares of Common Stock of the Company, to be issued for the benefit
of Michael T. Cronin, for the payment of legal services previously rendered
to the Company.
8. Options for 250,000 shares of Common Stock of the Company, previously
issued to Renee Winkler for services rendered to the Company.
In connection with this opinion, we have examined and relied upon the
Company's Amended Articles of Incorporation and By-Laws, the Minutes of the
Meetings of the Board of Directors of the Company as well as the originals and
copies, certified to my satisfaction, of such records, documents certificates,
memoranda and other instruments as in my judgment are necessary or appropriate
to enable me to render the opinion contained herein. We have assumed the
genuineness and authenticity of all documents submitted as originals, the
conformity to the originals of all documents submitted to me as copies thereof
and the due execution, delivery or filing of documents, where such execution,
delivery or filling are a prerequisite to the effectiveness thereof.
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We have also reviewed the previous filings of the Company, and for the
purposes of this opinion have relied upon the representations of the Company
that it is current in its filings and that the filings are true and accurate
representations of the state of the Company when the documents were filed.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement and the Consulting Agreement, will be validly issued,
fully paid and non-assessable shares of the Common Stock of the Company, and do
not need to bear a restrictive legend upon them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Michael S. Krome
