[Letterhead of M.L.H. Quin & Co.]
December 6, 2000
Endless Youth Products Ltd.
Bermuda Commercial Bank Building
44 Church Street
Hamilton HM 12 Bermuda
Re: Endless Youth Products, Inc.
Dear Sirs:
We have acted as special legal counsel in Bermuda to Endless Youth
Products Ltd., a Bermuda company, (the "Company") in connection with the
transactions contemplated in the agreement and plan of merger dated as of
December 6, 2000 among the Company, Endless Youth Products, Inc., a Nevada
corporation, ("EYPI-Nevada") and EYPI Merger Corp. pursuant to which the Company
will become the parent holding company of EYPI-Nevada (the "Merger Agreement")
and as described in the Registration Statement on Form S-4 (SEC File No.
333-50520 filed with the United States Securities and Exchange Commission on
November 22, 2000 as amended (the "Registration Statement").
For the purposes of giving this opinion, we have examined and relied
upon the following documents:
(i) a copy of the Registration Statement; and
(ii) a copy of the executed Merger Agreement.
We also have reviewed a copy of the memorandum of association and the
bye-laws of the Company and such other documents and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinions set
forth below.
We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda.
The Registration Statement and the Merger Agreement contemplate, inter
alia, the issue to the shareholders of EYPI-Nevada of one common share in the
Company for each share of common stock of EYPI-Nevada outstanding immediately
prior to the merger (other than any such shares of common stock of EYPI- Nevada
held by EYPI-Nevada or any of its wholly owned subsidiaries) (collectively the
"Relevant Shares").
On the basis of and subject to the foregoing, it is our opinion that
when the Relevant Shares are issued in the manner described in the Registration
Statement and the Merger Agreement, the Relevant Shares will have been validly
issued, fully paid and not subject to further calls.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the United States Securities Act of 1933 and the rules and
regulations of the United States Securities and Exchange Commission thereunder.
Yours faithfully,
/s/ M.L.H. Quin & Co.
M.L.H. Quin & Co.
