ATLAS PEARLMAN, P.A.
350 East Las Olas Blvd.
17th Floor
Fort Lauderdale, FL 33301
November 15, 2000
HBOA Holdings, Inc.
2400 East Commercial Blvd.
Suite 221
Fort Lauderdale, FL 33308
Re: Registration Statement on Form S-8 (the "Registration
Statement"); HBOA Holdings, Inc. (the "Company")
2000 Equity Compensation Plan (the "Plan")
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission ("Commission") with respect to the
registration by the Company and the resale of an aggregate of 2,700,000 shares
of Common Stock, $.001 par value per share of the Company (the "Shares"). The
Shares may be sold pursuant to the Registration Statement and the Plan. The
Shares are covered by the Registration Statement and consist of 2,700,000 shares
of the Company's Common Stock to be issued as restricted stock grants, and/or
upon exercise of options granted and to be granted, under the Plan.
In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Articles of Incorporation, By-Laws, the Plan and various other agreements and
option awards, corporate minutes provided to us by the Company and such other
documents and instruments as we deemed necessary. In all such examinations, we
have assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.
Subject to and in reliance upon the foregoing, we are of the opinion
that the Shares to be issued as restricted stock grants and/or upon exercise of
options granted and to be granted under the Plan, when issued in accordance with
the terms thereof, will be validly issued, fully paid and non-assessable.
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We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
Very truly yours,
/s/ATLAS PEARLMAN, P.A.
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ATLAS PEARLMAN, P.A.
