Exhibit 5.1
ENGLISH, MCCAUGHAN & O'BRYAN, P.A.
100 N.E. Third Ave., Suite 1100
Ft. Lauderdale, FL 33308
December 21, 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") Non-Qualified Stock Option 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 of an aggregate of 1,000,000 shares of Common Stock,
$.001 par value per share of the Company (the "Shares"). The Shares are covered
by the Registration Statement and consist of 1,000,000 shares of the Company's
Common Stock to be issued upon the exercise of options 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
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 upon exercise of options to be granted under the
Plan, when issued in accordance with the terms thereof, will be validly issued,
fully paid and non-assessable. 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/ ENGLISH, McCAUGHAN & O'BRYAN, P.A.
---------------------------------------
ENGLISH, McCAUGHAN & O'BRYAN, PA.
