Exhibit 5.0
[BECKMAN, MILLMAN & SANDERS, LLP LETTER HEAD]
August 25, 2000
Maxx International, Inc.
130 S. El Camino Drive
Beverly Hills, California 90212
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Maxx International, Inc. (the "Company") in
connection with the registration by the Company of 2,050,000 shares of its
common stock, $0.01 par value per share (the "Securities"), as contemplated by
the Company's Registration Statement on Form S-8 filed on the date hereof with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended.
In connection therewith, we have examined, among other things, the terms of
the applicable agreements granting certain options to purchase the Securities
which are being registered in the Company's Registration Statement on Form S-8
filed on the date hereof with the Commission, and we have examined such other
documents and records as we have deemed necessary to examine for the purpose of
giving this opinion.
Based upon and subject to the foregoing, and upon such other matters as we
have determined to be relevant, I am of the opinion that:
(1) When an aggregate of 1,950,000 shares of the Securities are issued
upon exercise of certain options contemplated in the aforementioned
agreements, and upon payment of the consideration thereof, such shares
will be duly authorized, validly issued, fully paid and
non-assessable, with no personal liability attaching to the ownership
thereof; and,
(2) The balance of the Securities, in the amount of 100,000 shares, upon
issuance and delivery thereof, will be duly authorized, validly
issued, fully paid and non- assessable, with no personal liability
attaching to the ownership thereof.
We consent to the inclusion of this opinion as an exhibit of the
Registration Statement and to the reference to this firm in Part II of the
Registration Statement.
Very truly yours,
Beckman, Millman & Sanders L.L.P.
By: /s/ Steven A. Sanders
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Steven A. Sanders, Esq.
