PFEFFER & WILLIAMS
A PROFESSIONAL CORPORATION
155 MONTGOMERY STREET, SIXTH FLOOR
SAN FRANCISCO, CALIFORNIA 94104
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(415) 296-7272 FAX (415) 296-8780
e-mail: [email protected]
November 28, 2000
Prime Companies Inc.
409 Center Street
Yuba City, CA 95991
Re: Opinion on Legality of Registration
To Prime Companies Inc:
Based upon a review of the corporate documents, it is the opinion of
counsel that the shares of common stock subject to this registration will, when
sold, be legally issued, fully paid and non-assessable.
Irving Pfeffer owns or controls two million seven hundred ninety-two
thousand one hundred eighty-seven (2,792,187) shares of the Common Stock of the
Company or options to acquire such shares in an aggregate amount of 10.45% of
the shares presently outstanding. None of these shares are part of this
registration.
PFEFFER & WILLIAMS, PC
/S/ Irving Pfeffer
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By: Irving Pfeffer, Esq.
