SEC Reference No. 23.2
August 23, 2000
China Premium Food Corporation
11300 U.S. Highway 1
North Palm Beach, FL
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
We have examined the Registration Statement on Form SB-2 to be
filed by you with the Securities and Exchange Commission on or about
August 23, 2000, in connection with the registration under the Securities
Act of 1933, as amended, of a total of 12,000,000 shares of your common
stock, to be offered for sale by the selling stockholders named therein.
We understand that the shares are to be sold by the Selling Stockholders
to the public as described in the Registration Statement. As legal
counsel for China Premium Food Corporatio, we have examined the
proceedings taken, and are familiar with the proceedings proposed to be
taken, by you in connection with the sale and issuance of the shares.
It is our opinion that, upon completion of the proceedings being
taken or contemplated by us, as your counsel, the shares, when sold in
the manner described in the Registration Statement and in accordance with
the resolutions adopted by the Board of Directors of the Company, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, including the prospectus constituting a part
thereof, and further consent to the use of our name wherever it appears
in the Registration Statement and any amendments thereto.
Sincerely yours,
Stibel & Toulan LLP
/s/ Stibel & Toulan LLP
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