EXHIBIT 5.1 and 23.2
MINTMIRE & ASSOCIATES
ATTORNEYS AT LAW
265 Sunrise Avenue
Suite 204
Palm Beach, Florida 33480
(561) 832-5696
October 30, 2000
Orange Productions, Inc.
222 Lakeview Avenue, Suite 113
West Palm Beach, FL 33401
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Orange Productions Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-3 (Registration Number to be obtained after
initial filing) (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Act"), registering initially an aggregate of 2,000,000
shares of the Company's Common Stock, par value $.0001, all of which are for
resale by the Selling Shareholders (as defined in the Registration Statement).
For purposes of this opinion, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Company's Articles
of Incorporation and Bylaws, each as amended to date, resolutions adopted by the
Company's Board of Directors and other agreements, instruments, documents and
records relating to the Company and the issuance of the Outstanding Shares,
Warrants Shares and Additional Offered Shares as we deemed appropriate. In all
examinations, we have assumed the legal capacity of each natural person signing
any of the documents and corporate records relating to the Company, the
genuineness of signatures, the authenticity of the documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all records and other
information made available to us by the Company. As to various questions of fact
material to our opinion, we have relied on representations of officers of the
Company.
We express no opinion concerning the laws of any jurisdictions other
than the Florida Business Corporation Act and the laws of Florida.
On the basis of the foregoing, we are of the opinion that the
Outstanding Shares when issued will be fully paid, non-assessable and validly
issued by the Company.
We hereby consent to the reference of our firm under the caption "Legal
Opinion" in the Prospectus and to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Mintmire & Associates
Mintmire & Associate
