September 1, 2000
Securities and Exchange Commission
Washington, D.C.
Re: The Arielle Corp.
To Whom It May Concern:
The Arielle Corp.(the "Company") is a corporation duly incorporated and validly
existing and in good standing under the laws of the state of Delaware. The
Company has full corporate powers to own its property and conduct its business,
as such business is described in the prospectus. The Company is qualified to do
business as a foreign corporation in good standing in every jurisdiction in
which the ownership of property and the conduct of business requires such
qualification.
This opinion is given in connection with the reconfirmation of one hundred
thousand (100,000) Shares of Common Stock, offered at a price of $.35 per Share,
for sale in the Company's initial public offering and currently held in escrow
pursuant to Rule 419.
We have acted as counsel to the company in connection with the preparation of
the Post-Effective Amendment to the Registration Statement on Form SB-2,
pursuant to which such Shares are being reconfirmed and, in so acting, we have
examined the originals and copies of the corporate instruments, certificates and
other documents of the Company and interviewed representatives of the Company to
the extent we deemed it necessary in order to form the basis for the opinion
hereafter set forth. In such examination we have assumed the genuineness of all
signatures and authenticity of all documents submitted to me as certified or
photo copies. As to all questions of fact material to this opinion which have
not been independently established, we have relied upon statements or
certificates of officers or representatives of the Company.
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All of the 100,000 Shares currently offered for reconfirmation are now
authorized and issued, and held in escrow pursuant to Rule 419.
Based upon the foregoing, we are of the opinion that the 100,000 Shares of
Common Stock of the Company currently held in escrow are legally issued, fully
paid and non-assessable and there will be no personal liability to the owners
thereof.
The undersigned hereby consents to the use of this opinion in connection with
such Registration Statement and its inclusion as an exhibit accompanying such
Registration Statement.
Very truly yours,
SCHONFELD & WEINSTEIN, L.L.P.
SCHONFELD & WEINSTEIN, L.L.P.
