268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8073
*Admitted only in California
June 6, 2000
Board of Directors
Staruni Corporation
C/O Bruce D. Stuart, President
1642 Westwood Blvd.
Los Angeles, California 90024
To the Board of Directors of Staruni Corporation
Staruni Corporation, a California corporation (the "Company"), has informed me
of its intention to file with the Securities and Exchange Commission ("SEC"), on
or about June 6, 2000, a registration statement on Form S-8 under the Securities
Act of 1933, as amended ("Registration Statement"), concerning the registration
of 465,000 shares (the "Shares") of the Company's common stock, no par value
("Common Stock"), issued pursuant to an employee benefit plan (the "Plan"). In
connection with the filing of the Registration Statement, you have requested my
opinion regarding the validity of the issuance of such Shares.
This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.
You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding. Based on these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available form of registration and
that the Shares issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan, will be
validly issued, fully paid and nonassessable by the Company. This Opinion is
conditioned upon the above requirements being met.
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The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:
A. I expressly except from the opinion set forth herein any opinion
or position as to whether or to what extent a California court or
any other court would apply California law, or the law of any
other state or jurisdiction, to any particular aspect of the
facts, circumstances and transactions that are the subject of the
opinion herein contained.
B. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records
and instruments provided to me by the Company and its
representatives. I have assumed the accuracy of all statements of
fact contained therein. I have assumed that all information and
representations made or provided to me by the Company or its
authorized representatives is correct and that there are shares
available to be issued pursuant to the Plan. I have further
assumed the genuineness of signatures (both manual and
conformed), the authenticity of documents submitted as originals,
the conformity to originals of all copies or faxed copies and the
correctness of all such documents.
C. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be
validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's board of directors has exercised good faith in
establishing the value paid for the Shares; (2) all issuances and
cancellation of the Capital Stock of the Company will be fully
and accurately reflected in the Company's stock records as
provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's board of directors,
to be received in exchange for each issuance of common stock of
the Company will have been paid in full and actually received by
the Company when the Shares are actually issued.
D. I expressly except from the opinion set forth herein any opinion
concerning the need for compliance by any party, and in
particular by the Company, with the provisions of the securities
laws, regulations, and/or rules of the United States of America,
the State of California or any other jurisdiction with regard to
any other issue not expressly addressed herein, which exclusion
shall apply, but not be limited to, the subsequent tradeability
of the Shares on either state or Federal level.
E. In rendering the opinion that Form S-8 is available, I have
assumed that the Company is satisfying the various substantive
requirements of Form S-8 and I expressly disclaim any opinion
regarding the Company's compliance with such requirements,
whether they be of federal or state origin.
F. The opinion contained in this letter is rendered as of the date
hereof, and I undertake no and disclaim any, obligation to advise
you of any changes in or any new developments which might affect
any matters or opinions set forth herein.
This Opinion is valid only as of the signature date and may be relied
upon by you only in connection with filing of the S-8 Registration
Statement. I hereby consent to its use
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as an exhibit to the Registration Statement. However, this opinion may
not be used or relied upon by you or any other person for any purpose
whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the
facts are different from those which have been furnished to me and upon
which I have relied, the conclusions as set forth above cannot be
relied upon.
Very truly yours,
/s/ Richard Surber
Richard Surber
Member of the California Bar
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