[LETTERHEAD OF RAICE PAYKIN KRIEG & SCHRADER LLP]
December 21, 2000
SoundWorks International, Inc.
8495 Oddfellows Road, Northeast
Bainbridge Island, Washington 98110
Re: Your Registration Statement on Form SB-2
(File No. 333- ) (the "Registration Statement")
Gentlemen:
We are are acting as counsel for SoundWorks International, Inc., a Nevada
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of units consisting of 1,500,000 shares of the Company's Common
Stock, par value $.001 per share, and Warrants to acquire an additional
1,500,000 of the Company's Common Stock, $.001 par value all pursuant to the
Registration Statement. The shares of such Common Stock to be sold by the
Company pursuant to the Registration Statement, including the shares of such
Common Stock issuable upon exercise of the Company's Warrants, are referred to
in this opinion as the "Company Shares."
We have examined such corporate records, certificates and other documents
as we have considered necessary for the purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
records, certificates and documents referred to above.
Based on the foregoing, we are of the opinion that, upon issuance and
delivery as described in the Registration Statement, the Units will be duly
authorized and validly issued and the Company Shares will be duly authorized,
validly issued, fully paid and non-assessable.
Our opinion is limited in all cases to matters arising under the General
Corporation Law of the State of Nevada. We consent to the use of this opinion as
an Exhibit to the Registration Statement and to the reference to our firm under
the caption "Legal Matters" in the prospectus
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RAICE PAYKIN KRIEG & SCHRADER LLP
that is a part of the Registration Statement. In giving such consent, we
do not concede that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/ Raice Paykin Krieg & Schrader LLP
Raice Paykin Krieg & Schrader LLP
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