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LETTERHEAD OF BLANK ROME TENZER GREENBLATT LLP
September 18, 2000
Spigadoro, Inc.
70 East 55th Street
24th Floor
New York, New York 10022
Gentlemen:
You have requested our opinion with respect to the offer and by certain
selling stockholders of up to 842,222 shares of the common stock $.01 per share
(the "Shares") of Spigadoro, Inc. (the "Company") pursuant to a Registration
Statement (the "Registration Statement") on Form S-3, under the Securities Act
of 1933, as amended (the "Act").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we
deem necessary as a basis for the opinion hereinafter expressed. With respect to
such examination, we have assumed the genuineness of all signatures appearing on
all documents presented to us as originals, and the conformity to the originals
of all documents presented to us as conformed or reproduced copies. Where
factual matters relevant to such opinion were not independently established, we
have relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents of the
Company.
Based upon the foregoing, it is our opinion that the Shares have been
validly issued, fully paid and are non-assessable.
We hereby consent to use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as counsel in connection with
the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
/s/ Blank Rome Tenzer Greenblatt LLP
BLANK ROME TENZER GREENBLATT LLP
