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NEUMAN & DRENNEN, LLC
Attorneys at Law
TEMPLE-BOWRON HOUSE
1507 PINE STREET Denver Office
BOULDER, COLORADO 80302 4643 South Ulster Street
Telephone: (303) 449-2100 #1480
Facsimile: (303) 449-1045 Denver, CO 80237
Clifford L. Neuman, P.C. Tel:(303) 221-4700
E-mail: [email protected] Fax: (303) 488-3454
January 2, 2001
TopClick International, Inc.
7676 Hazard Center Drive
Office 10, 5th Floor
San Diego, California 92108
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to TopClick International, Inc. (the "Company")
in connection with Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the United Stated Securities and Exchange
Commission, Washington, D.C., pursuant to the Securities Act of 1933, as
amended, covering the registration of an aggregate of 125,000 shares of Common
Stock, $.001 par value ("Common Stock"). In connection with such
representation of the Company, we have examined such corporate records, and
have made such inquiry of government officials and Company officials and have
made such examination of the law as we deemed appropriate in connection with
delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Delaware and is validly existing as a corporation in
good standing under the laws of that state.
2. The Company's authorized capital consists of ninety-nine million
nine hundred eighty thousand (99,980,000) shares of Common Stock
having a par value of $0.001 each and twenty thousand (20,000)
preference shares having a par value of $.001 each.
3. The 125,000 shares of the Company's Common Stock being registered
for sale as more fully described in the Registration Statement are
lawfully and validly issued, fully paid and non-assessable
securities of the Company.
Sincerely,
/S/ Clifford L. Neuman
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Clifford L. Neuman
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