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JACOBSON & COLFIN, P.C.
156 Fifth Avenue, Suite 434
New York, New York 10010
July 19, 2000
HIV- VAC, INC.
12 Harben Court
Collingwood, Ontario
Canada L9Y 4L8
Attn: Dr. Gordon Skinner
President
Re: Registration Statement on Form S-8
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Gentlemen:
We refer to the offering (the "Offering") of 3,000,000 shares of
common stock, $.001 par value (the "Common Stock") of HIV- VAC, INC., a Nevada
corporation (the "Company") being registered on behalf of the Company, as
described in the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission as subsequently amended from time to time
(collectively, the "Registration Statement"):
In furnishing our opinion, we have examined copies of the
Registration Statement and the Exhibits thereto. We have conferred with officers
of the Company and have examined the originals or certified, conformed or
photostatic copies of such records of the Company, certificates of officers of
the Company, certificates of public officials, and such other documents as we
have deemed relevant and necessary under the circumstances as the basis of the
opinion expressed herein. In all such examinations, we have assumed the
authenticity of all documents submitted to me as originals or duplicate
originals, the conformity to original documents of all document copies, the
authenticity of the respective originals of such latter documents, and the
correctness and completeness of such certificates. Finally, we have obtained
from officers of the Company such assurances as we have considered necessary for
the purposes of this opinion.
Based upon and subject to the foregoing and such other matters of
fact and questions of law as we have deemed relevant in the circumstances, and
in reliance thereon, it is our opinion that, when and if (a) the Registration
Statement shall be declared effective by the Securities and Exchange Commission,
as the same may hereafter be amended; and (b) the Securities to be sold for the
account of the Company shall have been sold as contemplated in the Registration
Statement, then all of the Securities, upon execution and delivery of proper
certificates therefor, will be duly authorized, validly issued and outstanding,
fully paid and nonassessable.
We hereby consent to the inclusion of this opinion in the Exhibits
to the Registration Statement.
We are members of the Bar of the State of New York and we do not
express herein any opinion as to any matters governed by any law other than the
law of the State of New York and the Federal laws of the United States.
This opinion is limited to the matters set forth herein, and may not
be relied upon in any matter by any other person or used for any other purpose
other than in connection with the corporate authority for the issuance of the
Securities pursuant to and as contemplated by the Registration Statement.
Very truly yours,
/s/ Jacobson & Colfin, P.C.
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JACOBSON & COLFIN, P.C.
