October 20, 2000
CONFIDENTIAL
The Board of Directors
ALPHA FIBRE MERGER CORPORATION
801 Falmouth Street
Thousand Oaks, CA 91362
Re: Plan and Agreement of Merger dated September 19, 2000 between Oak Brook
Capital III, Inc., and ALPHA FIBRE MERGER CORPORATION
Ladies and Gentlemen:
We render herewith our opinion as to certain matters pursuant to the Plan and
Agreement of Merger dated September 19, 2000 (the "Plan"), made by and among ")
OAK BROOK CAPITAL III, INC. a Colorado corporation ("OAK BROOK" or the
"Surviving Corporation, and ALPHA FIBRE MERGER CORPORATION, a corporation
(the "Disappearing Corporation"), involved in the Section 4(2), 4(6) or
Regulation D private placement of common shares of OAK BROOK(the "Shares"),
conducted in compliance with the Securities Act of 1933 (the "Act").
In rendering our opinion, we have examined and relied upon the following:
(a) The Articles of Incorporation of the Surviving Corporation filed with the
State of Colorado;
(b) The materials contained in the Plan, Disclosure Schedules and
Certificates of the Board of Directors (the "Confidential Documents")
concerning the transactions contemplated thereby and the Acquisition by the
Surviving Corporation of all of the issued and outstanding common shares of
the Disappearing Corporation (the "Surrendered Shares");
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The Board of Directors
October 20, 2000
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(c) The Certificate of Good Standing dated ________________, attached
hereto as Exhibit "A" (the "Company's Certificate").
The opinions expressed in subparagraphs three, four, six, seven and nine
below, as to factual matters, are given in reliance upon the Company's
Securities Certificates and the Certificate of the Board of Directors,
attached hereto as Exhibit "B", confirming the fully diluted capitalization
of the Surviving Corporation and all of its subsidiaries;
(d) Such other documents and instruments as we have deemed necessary in
order to enable us to render the opinions expressed herein.
For the purposes of rendering this opinion, we have assumed that no person or
entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, we express no opinion as to the validity of any of the
assumptions, form, or content of any financial or statistical data contained
in the Confidential Documents. We do not assume any obligation to advise
officers, directors, their advisors or representatives of the parties to the
Plan, beyond the opinions specifically expressed herein. The terms used in
this opinion shall have the meaning ascribed to them in the Plan and other
documents relied upon in rendering our opinion. As used in paragraphs five
and nine hereof the phrase "of which we have knowledge" means that such
knowledge is based solely upon conversations with representatives of the
Surviving Corporation and a review of our own files.
Based upon the foregoing assumptions, our review of the above documents and
our reliance, as to factual matters, upon the representations in the
Company's Board of Director Certificates, and subject to the qualifications
listed herein, we are of the opinion that:
1. The Surviving Corporation is a duly organized and validly existing
corporation under the laws of the State of Colorado, and upon the filing of
required state documents with the
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The Board of Directors
October 20, 2000
_________________________
appropriate authorities, is fully authorized to transact the business in
which it is engaged in accordance with the Plan and as described in the
Confidential Documents.
2. The Plan has been duly authorized, executed and delivered and is a valid
and binding agreement of the Surviving Corporation, having adequate
authorization and having taken all action necessary to authorize the
indemnification provisions contained therein; provided, however, that no
opinion is rendered as to the validity or enforceability of such
indemnification provisions insofar as they are or may be held to be violative
of public policy (under either state or federal law) against such types of
provisions in the context of the offer, offer for sale, or sale of securities.
3. The Surrendered Shares, when transferred, will be validly and legally
issued under the laws of the State of Colorado. The Surrendered Shares, when
transferred, will be fully paid and non-assessable.
4. The Surrendered Shares, when transferred, will conform in all material
respects to all statements concerning them contained in the Confidential
Documents.
5. The consummation of the transactions discussed in the Confidential
Documents by the Surviving Corporation will not result in any breach of any
of the terms of, or constitute a default under, any mortgage, loan commitment,
indenture, deed of trust, agreement or other instrument to which it is a
party and of which we have knowledge, or violate, insofar as it is directed
to the Surviving Corporation, any order of any court or any federal or state
regulatory body or administrative agency having jurisdiction over it or over
its property and of which we have knowledge.
6. To the best of our knowledge after making reasonable inquiry, there is
not in existence, pending or threatened any action, suit or proceeding to
which the Surviving Corporation is a party, except as set forth in the
Confidential Documents, before any court or governmental agency or body,
which might, if decided adversely, materially affect the subject matter of
the Plan or the financial condition, business or prospects of the Surviving
Corporation.
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The Board of Directors
October 20, 2000
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7. The Surviving Corporation has full power and authority to own its
properties and conduct its business as described in the Confidential
Documents, including, but not limited to, the full power and authority to
transact business as a foreign corporation in the State of _________________
_________.
8. The disclosures contained in the Confidential Documents, taken together
with ALPHA FIBRE's offer to the Surviving Corporation to provide access to
additional information, are sufficient to satisfy the "information requirements"
of the registration exemptions under the Securities Act of 1933, as amended,
assuming the receipt by the Surviving Corporation of a copy of the
Confidential Documents.
9. Based upon the Surviving Corporations Certificate, we are unaware of any
legal or governmental proceedings required to be described in the
Confidential Documents which are not described therein or any contracts or
documents of any character required to be described in the Confidential
Documents which are not described as required.
Nothing herein shall constitute an opinion as to the laws of any state or
jurisdiction other than the laws of the State of Colorado and federal law
regardless of the selected choice of law stated in any document discussed in
this letter.
Our opinion is limited to the specific opinions expressed above. No other
opinions are intended to be inferred therefrom. This opinion is addressed to
and is for the benefit solely of the Board of Directors, and no other person or
persons shall be furnished a copy of this opinion or are entitled to rely on
the contents herein without our express written consent; provided, however,
that counsel to ALPHA FIBRE shall be entitled to rely on this opinion. In
the event that any of the facts are different from those which have been
furnished to us and upon which we have relied, the conclusions as set forth
above cannot be relied upon.
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The Board of Directors
October 20, 2000
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The opinions contained in this letter are rendered as of the date hereof, and
we undertake no, and hereby disclaim any, obligation to advise you of any
changes in or any new developments which might affect any matters or opinions
set forth herein.
Very truly yours,
Nadeau & Simmons, P.C.
JRS/ac
cc: James Scharfstein, Esq.
Mark T. Thatcher
Gerard M. Werner
