July 14, 2000
Famous Fixins, Inc.
250 West 57th Street, Suite 1112
New York, New York 10107
Ladies and Gentlemen:
We have acted as counsel to Famous Fixins, Inc., a New York corporation
(the "Company"), in connection with the registration of 5,000,000 shares of
the Company's common stock, par value $.001 per share (the "Shares") issuable
upon (i) the conversion of debentures with a principal amount of $1,000,000
into 2,500,000 shares of common stock (the "Conversion Shares") and (ii) the
exercise of 2,500,000 warrants to purchase 2,500,000 shares of common stock
(the "Warrant Shares"), pursuant to a Registration Statement on Form SB-2
(the "Registration Statement"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 on or about the date of this
letter. We are informed that such Shares will be sold from time to time by
the selling stockholders named in the Registration Statement (the "Selling
Stockholders") in accordance with the procedures stated therein.
As counsel for the Company, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as
we have deemed necessary for the purposes of rendering this opinion. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinion, we have relied, to the extent we
deemed appropriate, upon representations, statements and certificates of
officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
(1) when issued upon conversion of the convertible debentures,
the Conversion Shares will be validly issued, fully paid
and nonassessable;
(2) when issued and paid for upon exercise of warrants, in
accordance with the terms and conditions of the warrants,
the Warrant Shares will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
/s/ Law Offices of Dan Brecher
Law Offices of Dan Brecher
