August 31, 2000
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Registration Statement on Form S-8
Under the Securities Act of 1933
Gentlemen:
I have acted as counsel for Pan-International Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the registration with
the United States Securities and Exchange Commission (the "Commission") on a
Registration Statement on Form S-8 under the Securities Act of 1933 of up to
5,000,000 shares of the common stock, par value $.01 per share (the "Common
Stock"), which may be issued pursuant to the terms, provisions and conditions of
the Pan-International Holdings, Inc. Year 2000 Consultant Compensation Plan (the
"Plan").
In such capacity, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of the following documents:
1 Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. The Plan;
4. The records of corporate proceedings relating to the authorization
of the Plan; and
5 Such other instruments and documents as I have deemed necessary for
the purpose of rendering the following opinion.
In such examination, I have assumed the authenticity and completeness
of all documents, certificates and records submitted to me as originals, the
conformity to the original instruments of all documents, certificates and
records submitted to me as copies, and the authenticity and completeness of the
originals of such instruments. As to certain matters of fact relating to this
opinion, I have relied on the accuracy and truthfulness of certificates of
officers of the Company and on certificates of public officials, and have made
such investigations of law as I have deemed necessary and relevant.
Based on the foregoing, and having due regard for such legal
considerations as I believe relevant, I am of the opinion that the Common Stock
has been duly and validly authorized by the Company and, when issued in
accordance with the Plan, will be duly and validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement pursuant to which the Common Stock
will be registered with the Commission.
Very truly yours,
/S/ Randall W. Heinrich
