September 12, 2000
VIA ELECTRONIC TRANSMISSION
U.S. Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attn: Albert Yarashus
Re: Icy Splash Food & Beverage, Inc.:
Registration Statement on Form SB-2
Gentlemen:
Reference is made to the filing by Icy Splash Food & Beverage, Inc. (the
"Company") of a Registration Statement on Form SB-2 (the "Registration
Statement"), as amended, with the Securities and Exchange Commission pursuant to
the provisions of the Securities Act of 1933, as amended, covering the
registration of 950,000 shares of common stock, par value $0.001 per share,
issuable upon the exercise of Common Stock Purchase Warrants (the "Common
Stock") which are owned by selling security holders.
As counsel for the Company, we have examined its corporate records,
including its Certificate of Incorporation, By-laws, its corporate minutes and
other such documents as we have deemed necessary or relevant under the
circumstances.
Based upon our examination, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of
the State of New York.
2. The shares of Common Stock covered by the Registration Statement have
been duly authorized and, when issued in accordance with their terms,
as more fully described in the Registration Statement, will be validly
issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in the
Prospectus which constitutes a part thereof as counsel to the Company, and we
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
Beckman, Millman & Sanders, LLP
By:/s/ Michael Beckman
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Michael Beckman
