July 15, 2000
CONFIDENTIAL
Office of Small Business Policy
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: PVAXX CORPORATION-OPINION RE LEGALITY OF SECURITIES TO BE ISSUED
Ladies and Gentlemen:
We have acted as special counsel for PVAXX Corporation, a Colorado
corporation (the "Registrant"), in connection with the execution and
delivery of a registration statement on Form SB-2 (the "Registration
Statement"), filed pursuant to the Securities Act of 1933 on behalf of the
Registrant and certain Selling Shareholders.
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to my satisfaction of the following:
(a) Articles of Incorporation of the Registrant, as amended to date;
(b) By-laws of the Registrant, as amended to date;
(c) Certificate from the Secretary of State of the State of Colorado,
dated as of a recent date, stating that the Registrant is duly
incorporated and in good standing in its state of incorporation;
(d) Certificate from the Secretary of State of the State of Colorado,
dated as of a recent date, stating that the Registrant is duly
qualified to do business and is in good standing in its state of
incorporation and has filed all required reports and paid all taxes
due;
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(e) Executed copy of the Registration Statement;
In addition to the foregoing, we have also relied as to matters of fact
upon the representations made by the Registrant in compliance with due
diligence requirements submitted by my office and related certificates and
upon representations made by the Registrant. Based upon and in reliance
upon the foregoing, and after examination of such corporate and other
records, certificates and other documents and such matters of law as we
have deemed applicable or relevant to this opinion, it is our opinion that:
_ The Registrant has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Colorado
and has full corporate power and authority to own its properties and
conduct its businesses; the Registrant is duly qualified as a foreign
corporation and is in good standing in Illinois and in each other
jurisdiction in which the ownership or leasing of property requires
such qualification (except for those jurisdictions in which the only
material consequence of a failure to be so qualified, other than
potential penalties not individually or in the aggregate material to
the Registrant taken as a whole, is that actions may not be brought
in the courts of such jurisdictions by the Registrant until its
failure to so qualify, if required, has been cured);
_ The authorized capital stock of the Registrant consists of 40,000,000
shares of Common Stock, .001 par value, of which there are outstanding
21,328,000 shares. Proper corporate proceedings have been taken
validly to authorize such authorized capital stock; all the
outstanding shares of such capital stock (including the Shares) have
been duly and validly issued and are fully paid and nonassessable; the
shareholders of the Registrant have no preemptive rights with respect
to the Common Stock of the Registrant;
_ The Registrant timely files reports and is current with respect to all
reports required to be filed on behalf of the Registrant, pursuant to
Section 12, 13 and/or 15 of the Securities Exchange Act of 1934 (the
"Exchange Act") and, to the best of my knowledge, no stop order
suspending the effectiveness of any registration statement, Exchange
Act filing, or suspending or preventing trading on the
Over-the-Counter ("OTC") Bulletin Board is in effect and no
proceedings for that purpose have been instituted or are pending or
contemplated by the N.A.S.D.;
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_ The Registrant's reports (except as to the financial statements
contained therein, as to which we express no opinion) comply as to
form in all material respects with the requirements of the Exchange
Act and with the rules and regulations of the Securities and Exchange
Commission thereunder;
_ On the basis of information developed and made available to us, the
accuracy or completeness of which has not been independently verified
by us, we have no reason to believe that the Registration Statement or
the Exchange Act reports (except as to the financial statements
contained therein, as to which we express no opinion) contains any
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading;
_ The information required to be set forth in the Registration Statement
is, to the best of our knowledge, accurately and adequately set forth
therein in all material respects or no response is required with
respect to such items, and, to the best of my knowledge, the
description of the Registrant's plans and agreements granted
thereunder accurately and fairly represents the information required
to be shown with respect to said plans, agreements, and reports by the
Exchange Act and the rules and regulations of the Securities and
Exchange Commission thereunder;
_ The terms and provisions of the capital stock of the Registrant
conform to the description thereof contained in all filed reports
under the caption "Description of Common Stock" and have been reviewed
by me and insofar as such statements constitute a summary of the law
or documents referred to therein, are correct in all material
respects, and the forms of certificates evidencing the Common Stock
comply with the Colorado law;
_ The descriptions in the filed reports and Registration Statement of
material contracts and other material documents are fair and accurate
in all material respects; and we do not know of any franchises,
contracts, leases, licenses, documents, statutes or legal proceedings,
pending or threatened, which in our opinion is of a character required
to be described in the filed reports and Registration Statement or to
be filed as exhibits to the reports or Registration Statement, which
are not described and filed as required;
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_ The Shares have been duly authorized, executed, and delivered by the
Registrant and constitute the valid and legally binding obligation of
the Registrant except as the indemnity provisions thereof may be
limited by the principles of public policy;
_ To the best of our knowledge and belief after due inquiry, there are
no holders of Common Stock or other securities of the Registrant
having registration rights with respect to such securities on account
of the filing of a registration statement who have not effectively
waived such rights; and
_ No consent, approval, authorization, or order of any court or
governmental agency or body is required for the consummation by the
Registrant of the transactions on its part contemplated by the
Registration Statement, except such as have been obtained under the
Exchange Act and such as may be required under state or other
securities or blue sky laws in connection with the distribution of the
Shares to the Selling Shareholders.
In addition, we have participated in conferences with representatives and
accountants of the Registrant at which the contents of the Registration
Statement were discussed. Although we have not verified the accuracy or
completeness of the statements contained in the Registration Statement
(other than the caption "Description of Common Stock"), we advise you that
on the basis of foregoing, we have no reason to believe that the
Registration Statement, as of the effective date, contained any untrue
statements of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading (except in each such case for the financial statements or
other financial data contained in the Registration Statement as to which we
are not called upon to and do not express any opinion).
This letter is furnished to you as for filing purposes on behalf of the
Registrant, and is solely for the benefit of the United States Securities
and Exchange Commission.
Respectfully,
/s/ Nadeau & Simmons, P.C.
NADEAU & SIMMONS, P.C.
