B R U C E M . P R I T C H E T T , P . C .
A T T O R N E Y A T L A W
LICENSED IN UTAH & WASHINGTON
268 WEST 400 SOUTH, SUITE 300
SALT LAKE CITY, UTAH 84101
PHONE: (801) 575-8073 EXT. 107
FAX: (801) 521-2081
August 15, 2000
Board of Directors
Learner's World, Inc.
369 Avenue U
Brooklyn, New York 11223
RE: S-8 Registration of 521,000 shares of Learner's World, Inc. common stock
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To the Board of Directors of Learner's World, Inc.:
Learner's World, Inc., a New York corporation (the "Company"), has informed me
of its intention to file with the Securities and Exchange Commission ("SEC"), on
or about August 15, 2000, a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"), concerning the
registration of a total of 521,000 shares (the "Shares") of the Company's common
stock, $0.0001 par value ("Common Stock"). 271,000 shares of the Common Stock
are to be issued to attorney Richard D. Surber pursuant to a "Settlement of Fees
Agreement" dated August 1, 2000 between the Company and Mr. Surber (the
"Settlement Agreement"), together with an Option to acquire an additional
250,000 shares of the Common Stock at an agreed exercise price of $0.20 per
share, all such shares (including the shares underlying the Option) issued
pursuant to the Settlement Agreement. In connection with the filing of the
Registration Statement, you have requested my opinion regarding the validity of
the issuance of such Shares.
This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.
You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of the Form
S-8 as described above, and that the quantity of shares to be included in the
Form S-8 registration is available for issuance based on the number of shares
authorized for issuance in the Company's Articles of Incorporation and on the
number of shares actually issued and outstanding as of your latest Form 10-QSB
filed with the SEC on or about August 15, 2000.
Based on these representations, and to the best of my knowledge, I am of the
opinion that the Form S-8 is an available form of registration and that the
Shares issuable pursuant to the Agreement have been duly and validly authorized
and, upon payment therefor in accordance with the Settlement Agreement, will be
validly issued, fully paid and nonassessable by the Company. This Opinion is
conditioned upon the above requirements being met.
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This Opinion is predicated upon and limited to the correctness of the
assumptions set forth herein and in the Accord, and is further subject to the
qualifications, exceptions, and limitations set forth below:
A. I expressly except from the opinion set forth herein any opinion or
position as to whether or to what extent a New York court or any other
court would apply New York law, or the law of any other state or
jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of the Opinion herein contained.
B. In expressing the Opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by the Company and its representatives. I
have assumed the accuracy of all statements of fact contained therein.
I have assumed that all information and representations made or
provided to me by the Company or its authorized representatives is
correct and that there are shares available to be issued pursuant to
the Settlement Agreement. I have further assumed the genuineness of
signatures (both manual and conformed), the authenticity of documents
submitted as originals, the conformity to originals of all copies or
faxed copies, and the correctness of all such documents.
C. In rendering the Opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be
validly issued, fully paid and nonassessable, I assumed that: (1) the
Company's board of directors has exercised good faith in establishing
the value paid for the Shares; (2) all issuances and cancellations of
the Capital Stock of the Company will be fully and accurately
reflected in the Company's Stock Records as provided by the Company's
transfer agent; and (3) the consideration, as determined by the
Company's board of directors, to be received in exchange for each
issuance of Common Stock of the Company will have been paid in full
and actually received by the Company when the Shares are actually
issued.
D. I expressly except from the Opinion set forth herein any opinion
concerning the need for compliance by any party, and in particular by
the Company, with the provisions of the securities laws, regulations,
and/or rules of the United States of America, the State of New York or
any other jurisdiction with regard to any other issue not expressly
addressed herein, which exclusion shall apply, but not be limited to,
the subsequent tradeability of the Shares on either the state or
federal level.
E. In rendering the Opinion that Form S-8 is available, I have assumed
that the Company is satisfying the various substantive requirements of
Form S-8, and I expressly disclaim any opinion regarding the Company's
compliance with such requirements, whether they be of federal or state
origin.
F. The opinion contained in this letter is rendered as of the date
hereof, and I undertake no obligation (and disclaim any obligation) to
advise you of any changes in or any new developments which might
affect any matters or opinions set forth herein.
This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration
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Statement. However, this opinion may not be used or relied upon by you or any
other person for any purpose whatsoever, except to the extent authorized in the
Accord, without, in each instance, my prior written consent. In the event that
any of the facts are different from those which have been furnished to me and
upon which I have relied, the conclusions as set forth above cannot be relied
upon.
Very truly yours,
/s/ Bruce M. Pritchett
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Bruce M. Pritchett
Member of the Utah State Bar
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