SOMMER & SCHNEIDER LLP
595 STEWART AVENUE, SUITE 710
GARDEN CITY, NEW YORK 11530
------------
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
December 6, 2000
Endless Youth Products Ltd.
Bermuda Commercial Bank Building
44 Church Street
Hamilton HM 12 Bermuda
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4, as amended
(SEC File No. 333-50520) (the "Registration Statement") filed by Endless Youth
Products Ltd., a newly-formed public limited company organized under the laws of
Bermuda ("EYPI-Bermuda"), with the Securities and Exchange Commission (the
"SEC") in connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of the Common Shares of EYPI-Bermuda to be issued in
connection with the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of December 5, 2000, among
EYPI-Bermuda, Endless Youth Products, Inc., a Nevada corporation
("EYPI-Nevada"), and EYPI Merger Corp., a Nevada corporation and a newly-formed,
direct wholly-owned subsidiary of EYPI-Bermuda, which Merger Agreement is
described therein and filed as an annex to the Registration Statement.
We hereby confirm that the discussion set forth under the caption
"Material Tax Considerations" in the Registration Statement, insofar as it
relates to U.S. law, describes the material U.S. federal income tax
considerations relevant to EYPI-Nevada shareholders of the receipt of
EYPI-Bermuda Common Shares pursuant to the Merger Agreement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the proxy statement/prospectus included therein. Our consent to such
reference does not constitute a consent under Section 7 of the Act, and in
consenting to such reference we have not certified any part of such Registration
Statement or proxy statement/prospectus and do not otherwise come within the
categories of persons whose consent is required under Section 7 or under the
rules and regulations of the SEC thereunder.
Very truly yours,
SOMMER & SCHNEIDER LLP
By: /s/ Herbert H. Sommer
----------------------------
Herbert H. Sommer, Partner
