[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 Ltd.
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 filed with the United
States Securities and Exchange Commission on November 22, 2000 (SEC File No.
333-50520) 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.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the headings "The
Enforcement of Civil Liabilities Against Us May Be More Difficult", and
"Material Tax Considerations-Bermuda Tax Consequences". 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.
On the basis of and subject to the foregoing, we are of the opinion
that the statements contained in the Registration Statement under the heading
"Material Tax Considerations-Bermuda Tax Consequences" are accurate.
Yours faithfully,
/s/ M.L.H. Quin & Co.
M.L.H. Quin & Co.
