December 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-4A Relating to
Peppermill Capital Corporation Capital Stock
Ladies and Gentlemen:
As legal counsel for Peppermill Capital Corporation, a Nevada corporation
(the "Company"), we are rendering this opinion in connection with the
preparation and filing of a registration statement on Form S-4A (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 88,878,912 shares of the Company's $.001 par value
common stock (the "Common Stock") and 10,000,000 shares of the Company's $.001
par value preferred stock (the "Preferred Stock").
We have examined such instruments, documents and records as we have deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the shares of Common
Stock and Preferred Stock to be registered pursuant to the Registration
Statement shall, upon issuance, be duly authorized shares which, when sold, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Merrick & Klimek, P.C.
MERRICK & KLIMEK, P.C.
MK/db
