<PAGE> 1
EXHIBIT 5
PARSONS LAW FIRM
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
(425) 451-8036
(425) 451-8568 (fax)
August 17, 2000
Board of Directors
Masterpiece Technology Group, Inc.
455 Wards Corner Road, Suite 700
Loveland, Ohio, 45140
Dear Gentlemen:
In my capacity as counsel for Masterpiece Technology Group, Inc. (the
"Company"), I have participated in the corporate proceedings relative to the
authorization and issuance by the Company of a maximum of 987,488 shares of
common stock pursuant to the Consulting Agreements as set out and described in
the Company's Registration Statement on Form S-8 (File No. 333-74231) under the
Securities Act of 1933 (the "Registration Statement"). I have also participated
in the preparation and filing of the Registration Statement.
Based upon the foregoing and upon my examination of originals (or
copies certified to our satisfaction) of such corporate records of the Company
and other documents as I have deemed necessary as a basis for the opinions
hereinafter expressed, and assuming the accuracy and completeness of all
information supplied me by the Company, having regard for the legal
considerations which I deem relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Utah;
(2) The Company has taken all requisite corporate action and all action
required by the laws of the State of Utah with respect to the authorization,
issuance and sale of common stock to be issued pursuant to the Registration
Statement;
(3) The maximum of 987,488 shares of common stock, when issued and
distributed pursuant to the Registration Statement, will be validly issued,
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to my firm in the Registration
Statement.
Yours very truly,
PARSONS LAW FIRM
/s/ James B. Parsons
- - - ----------------------------
