EXHIBIT 23.2 CONSENT OF KENNETH G. EADE
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
805-560-9828
805-560-9828 fax
June 14, 2000
Infinite Networks Corporation
401 Hariton Court
Norfolk, VA 23505
Dear Sirs:
We have acted as counsel for Infinite Networks Corporation, a Nevada
corporation and Harrison Digicom, Inc., a Nevada corporation (the "Company"),
in connection with the filing of its Registration Statement on Form 10-SB under
the Securities Act, pursuant to which Infinite Networks Corporation discloses
its financial statements from inception through fiscal year ending December 31,
1999.
In connection with this matter, we have examined the originals or copies
certified or otherwise indemnified to our satisfaction of the following:
A) The articles of incorporation of Infinite and all amendments thereto;
B) By-laws of Infinite, as amended to date;
C) Certificate of good standing issued by the Secretary of State of the
State of Nevada;
D) Resolutions of the Board of Directors of Infinite Networks Corporation;
E) The current shareholder's list as issued by the transfer agent of
Infinite Networks Corporation;
F) Other books and records of Infinite Networks Corporation.;
G) The registration statement;
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:
1. Infinite Networks Corporation has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the state of
Nevada and has full corporate power and authority to own its properties and
conduct its business as described in the registration statement.
2. The authorized capital stock of Infinite Networks Corporation consists
of 50,000,000 shares of common stock, $.001 par value, of which there are
outstanding 30,919,868 shares, and 4,500,000 of Preferred Stock, of which none
are outstanding. Proper corporate proceedings have been taken validly to
authorize such authorized capital stock; all of the outstanding shares have
been duly and validly issued and are fully paid and non-assessable; the
shareholders of Infinite Networks Corporation have no preemptive rights with
respect to the Common Stock of Infinite Networks Corporation;
3. The registration statement (except as to the financial statements
contained therein, as to which I express no opinion), comply as to form in all
material respects to the requirements of the Act and with the rules and
regulations of the SEC thereunder;
4. On the basis of information developed and made available to me, the
accuracy or completeness of which has not been independently verified by me, I
have no reason to believe that the statements contained therein, as to which I
express no opinion, contain any untrue statement of material fact required to
be stated therein or necessary in order to make the statements therein not
misleading.
<PAGE>
5. The information is required to be set forth in the registration
statement is, to the best of my knowledge, accurately and adequately set forth
therein in all material respects or no response is required with respect to
said items.
6. The terms and provisions of the capital stock of Infinite Networks
Corporation conform to the description thereof contained in the registration
statement, and the description of common stock 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.
7. The descriptions in the registration statement of material contracts and
other material documents are fair and accurate in all material respects; and I
do not know of any franchises, contracts, leases, licenses, documents, statutes
or legal proceedings, either pending or threatened, which in my opinion are of
a character required to be described and filed as required;
8. The future issuance and sale of the shares by Infinite Networks
Corporation will not conflict with, or result in a breach of, any material
agreement or instrument known to me which Infinite Networks Corporation is a
party or by which it is bound, or any applicable law or regulation, or, so far
as is known to me, any order, writ, injunction, or decree applicable to Company
of any jurisdiction, court or governmental instrumentality, or the articles of
incorporation or by-laws of Infinite Networks Corporation.
9. To the best of my knowledge, and belief after inquiry, there are no
holders of common stock or other securities of the Company having registration
rights with respect to such securities on account of the filing of the
registration statement who have not effectively waved such rights; and
10. No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by Infinite
Networks Corporation of the transactions on its part contemplated by the
purchase agreement, except such as have been obtained under the Act and such as
may be required under state or other securities or blue sky laws in connection
with the purchase and distribution of the shares.
Although I have not verified the accuracy or completeness of the statements
contained in the registration statement, I have no reason to believe that the
registration statement contains any untrue statements of a material fact or
omits to state any material factor which is necessary to make the statement
herein not misleading (except in the case of the financial statement or other
financial data as to which I do not express an opinion.)
I hereby consent to the use of my name in the registration statement.
Very truly yours,
<U>KENNETH G. EADE</U>
KENNETH G. EADE
