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EXHIBIT 5.1
August 28, 2000
Pop N Go, Inc.
12429 East Putnam Street
Whittier, California 90602
Re: ISSUANCE OF POP N GO, INC. SHARES
PURSUANT TO CONSULTING CONTRACTS
To Whom It May Concern:
We have acted as counsel for Pop N Go, Inc., a Delaware corporation (the
"Company") in conjunction with the preparation of a Form S-8 registration
statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to up to 898,000 shares of the Company's common
stock, $0.001 par value (the "Common Stock"), to be issued pursuant to the terms
of certain consulting agreements (hereinafter collectively referred to as the
"Plan"). Included are 50,000 shares of Common Stock to be issued to this law
firm in satisfaction of $25,000 in outstanding obligations of the Company owed
to this firm for legal services rendered.
We have examined: (i) the Plan; (ii) the Form S-8 registration
statement; (iii) resolutions of the Company's Board of Directors relating to the
Plan; and (iv) such other documents and records as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
The Common Stock, when issued and paid for in the manner set forth in
the Plan, will be validly issued, fully paid and nonassessable, and no
personal liability will attach to the ownership thereof.
We consent to the filing of this opinion as an exhibit to the Form S-8
registration statement, and to the use of our name wherever it appears in said
registration statement. In giving our consent,
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we do not consider that we are "experts" within the meaning of such term as used
in the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations of the SEC issued thereunder, with respect to the registration
statement, or with respect to this Opinion, as an Exhibit or otherwise, nor do
we consider ourselves within the category of persons whose "consent" is required
by Section 7 of said Act.
/s/ The Law Offices of Davis & Associates, Inc.
THE LAW OFFICES OF DAVIS & ASSOCIATES, INC.
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