Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
July 31, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Majestic Companies, Ltd. - Form S-8 POS
Dear Sir/Madame:
I have acted as counsel to The Majestic Companies, Ltd., a Nevada corporation
("Company"), in connection with its Registration Statement on Form S-8 POS
relating to the registration of eight million (8,000,000) shares of its common
stock ("Shares"), $0.001 par value per Share, which are issuable pursuant to
the Company's Amended and Restated Employee Stock Incentive Plan, and the
registration of twenty million (20,000,000) Shares which are issuable pursuant
to the Company's Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants.
In my representation I have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation, and
all amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the qualifications
and assumptions set forth below, it is my opinion that the Company is duly
organized and validly existing as a corporation under the laws of the State of
Nevada, and that the Shares, when issued and sold, will be validly issued,
fully paid, and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the time of each issuance
and sale of the Shares, the Company will be a corporation validly existing and
in good standing under the laws of the State of Nevada.
(b) In my examination of all documents, certificates and records, I have
assumed without investigation the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of
the originals of all documents submitted to me as copies. I have also assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company. As to matters of
fact material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public officials and
have assumed the same to have been properly given and to be accurate.
(c) My opinion is based solely on and limited to the federal laws of the
United States of America and the Nevada Revised Statutes. I express no opinion
as to the laws of any other jurisdiction.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
