HARNEY, WESTWOOD & RIEGELS
Barristers, Solicitors, Notaries, Patent and Trade Mark Agents
Craigmuir Chambers, P.O. Box 71
Road Town, Tortola, British Virgin Islands
Telephone: (284) 494-2233 o Fax (284)494-3547
26 September 2000
Bethurum Laboratories, Inc.
Bethurum Laboratories, Ltd.
6371 Richmond, #200
Houston, TX 77057
Dear Sirs:
We have been asked as counsel to Bethurum Laboratories, Ltd., a British
Virgin Islands company (the "Company") to provide this legal opinion with
respect to the Registration Statement on Form S-4 to be filed by you with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, no par value (the
"Common Stock") of the Company.
For the purpose of this opinion we have reviewed the following documents:
-
(a) the Registration Statement on Form S-4 provided to us (the
"Registration Statement") filed by the Company with the United
States Securities and Exchange Commission for the purpose of
registering the Shares;
(b) a draft Agreement and Plan of Merger to be entered into by the
Company and Bethurum Laboratories, Inc.; and
(c) the Memorandum and Articles of Association and certification of
incorporation of the Company.
We are familiar with the proceedings taken and proposed to be taken by you
in connection with the authorization and proposed issuance of the Common Stock
pursuant to the Agreement and Plan of Merger, between Bethurum Laboratories,
Inc. and Bethurum Laboratories, Ltd. (the "Bethurum BVI Shares"), which is
included in Appendix A to the Joint Proxy Statement/Prospectus contained in the
Registration Statement. We understand the purpose of the merger agreed to in the
Agreement and Plan of Merger is to change the domicile of Bethurum Laboratories
to the British Virgin Islands.
We have also made such other enquiries and reviewed such matters of law
and examined the originals, photocopies, certified or otherwise identified to
our satisfaction, of such other
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documents, records, agreements and certificates as we have considered relevant
or the purposes of giving the opinion expressed below.
This legal opinion is confined to and given on the basis of the laws of
the British Virgin Islands at the date hereof and as currently applied by the
courts of the British Virgin Islands. We have not investigated and we do not
express or imply nor are we qualified to express or imply any opinion on the
laws of any other jurisdiction.
Based on the foregoing, we are of the opinion that: -
(1) the Company is a company limited by shares, duly incorporated,
validly existing, and in good standing as a separate legal entity
under the laws and regulations of the British Virgin Islands; and
(2) subject to said proceedings being duly taken and completed by you as
now contemplated, including but limited to, obtaining the relevant
approvals of the directors, prior to the issuance of the Bethurum
BVI Shares, the Bethurum BVI Shares will, upon issuance thereof in
the manner referred to in the Registration Statement, be legally and
validly issued under the laws of the British Virgin Islands, fully
paid and nonassessable stock.
In connection with the above opinion, we hereby consent: -
(i) to the use of this opinion as an exhibit to the Registration Statement;
and
(ii) to the reference to us under the heading "Legal Opinions" in the
Registration statement.
This opinion is addressed to you and may be relied upon by you and your
counsel. This opinion is limited to the matters detailed herein and is not to be
read as an opinion with respect to any other matter.
Yours faithfully,
/s/ Harney, Westwood & Riegels
---------------------------------
HARNEY WESTWOOD & RIEGELS.
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