[Letterhead of Law Offices of Dan Brecher]
December 20, 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 for resale of 126,382,152
shares of the Company's common stock, par value $.001 per share (the "Shares"),
issuable upon (i) conversion of 4% convertible debentures with a principal
amount $1,500,000 into 120,000,000 shares and conversion of 5% debentures with a
principal amount of $38,975 into 3,118,000 shares stock (in the aggregate
referred to as the "Conversion Shares"), (ii) exercise of outstanding warrants
to purchase 3,189,152 shares ("Warrant Shares"), and (iii) the resale of 75,000
shares ("Restricted 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, 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
Shares, in whole or in part: (i) when issued upon conversion of the convertible
debentures, the Conversion Shares will be validly issued, fully paid and
nonassessable; (ii) 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; and (iii) the Restricted
Shares are 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
