[Letterhead of Law Offices of Dan Brecher]
December 15, 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 300,500,000 shares of
the Company's common stock, par value $.001 per share (the "Shares") issuable
upon the future issuance of shares of common stock under a common stock purchase
agreement providing for an equity line of credit and under warrants issued or to
be issued in the future in connection with the equity line of credit, 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 when issued and paid
for in connection with the equity line of credit and in connection with the
exercise of warrants issued or to be issued in connection with the equity line
of credit, in accordance with the terms of the common stock purchase agreement
and the warrants agreements, the Shares will be validly issued, fully paid and
nonassessable, subject to shareholder approval authorizing an increase in the
Company's authorized capital to the extent that the Company's authorized capital
is insufficient to issue the Shaares, in whole or in part, under a common stock
purchase agreement
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
