[LETTERHEAD OF PERKINS, SMITH & COHEN, LLP]
September 27, 2000
Envirokare Tech, Inc.
2470 Chandler Avenue, Suite 5
Las Vegas, NV 89120
Ladies and Gentlemen:
We have acted as counsel to Envirokare Tech, Inc., a Nevada corporation
(the "Corporation") in connection with the preparation for filing with the
Securities and Exchange Commission of Post-Effective Amendment No. 1 (the
"Post-Effective Amendment") to Registration Statement No. 333-31966 on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Post-Effective Amendment relates to the registration under the Act
of 1,700,000 shares (the "Shares") of the Corporation's authorized but unissued
common stock, par value $.001 per share (the "Common Stock"), proposed to be
issued and sold by the Corporation pursuant to the Envirokare Tech, Inc. 1999
Stock Plan (the "Plan"). The number of Shares reflects a two-for-one stock split
effected subsequent to adoption of the Plan.
In connection with this opinion, we have examined, among other things, the
following documents with respect to the Corporation: (i) the Registration
Statement, (ii) the Post-Effective Amendment, (iii) the prospectus (which was
not filed with the Registration Statement, but is required to be given to all
persons receiving rights under the Plan), (iv) the votes of the Board of
Directors adopting the Plan and authorizing the reservation of shares of Common
Stock for issuance and sale pursuant to the Plan, (v) the minutes of the annual
meeting of the Corporation's shareholders, at which the shareholders of the
Corporation voted
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to ratify adoption of the Plan, (vi) the Articles of Organization and the
By-laws of the Corporation, including amendments thereto, and (vii) the Plan.
Based upon such examination, we are of the opinion that the Shares to be
issued by the Corporation pursuant to the Plan have been duly authorized and
reserved for issuance and, when the Shares shall have been received by the
grantees in accordance with the Plan, and the Corporation shall have received
the requisite consideration therefor, the Shares will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment, and to the use of our name under the caption "Legal
Opinions" in any prospectus included in the Registration Statement and any
amendment thereto. In giving this consent we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
Perkins, Smith & Cohen, LLP
by: /s/ Kenneth A. Korb
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Kenneth A. Korb, a partner
