LETTERHEAD OF SONFIELD & SONFIELD
November 6, 2000
Board of Directors
Planet Resources, Inc.
1415 Louisiana, Suite 3100
Houston, Texas 77002
Re: Federal Income Tax Consequences of Proposed Distribution to
Shareholders of Internet Law Library, Inc.
Ladies and Gentlemen:
In
our capacity as counsel for Planet Resources, Inc. (formerly New Planet
Resources, Inc.) (the "Company"), we have participated in the
corporate proceedings relative to the authorization and issuance of 2,000,000
shares of Common Stock, par value $.001 per share ("Company Common
Stock") to the stockholders of Internet Law Library, Inc. (formerly Planet
Resources, Inc.) ("Internet Law") (the "Distribution"),
pursuant to the terms of a Amended and Restated Plan and Agreement of
Distribution by and between Internet Law and the Company (the "Distribution
Agreement"). A copy of the Distribution Agreement is included as exhibit
1.2 to the registration statement of which the prospectus is a part, all as set
out and described in the Company's registration statement on Form SB-2
(File No. 333-76533) under the Securities Act of 1933 (the "Registration
Statement"). We have also participated in the preparation and filing of the
Registration Statement including the federal income tax information set out
therein under the caption "Federal Income Tax Consequences" and
elsewhere in the prospectus constituting a part of the Registration Statement.
Based
upon the foregoing and upon our examination of originals (or copies certified to
our satisfaction) of such corporate records, certificates and other documents of
the Company and upon inquiry of such officers of the Company as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed, and
assuming the accuracy and completeness of all information supplied us by the
Company, we are of the opinion that:
(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;
(2) The Company has taken all requisite corporate action and all
action required by the laws of the State of Delaware with respect to the
authorization, issuance and sale of the Company Common Stock, to be issued
pursuant to the Registration Statement;
(3) The 2,000,000 shares of the Company Common Stock, when issued
and delivered in the Distribution in the manner set forth in the Registration
Statement relating to the Company Common Stock, will be duly authorized, validly
issued, fully paid and non-assessable shares of the Company Common Stock;
(4) Based upon the current provisions of federal income tax laws and
regulations, and on current authoritative interpretations thereof, we are of
the opinion that the Distribution will qualify as a tax-free spin-off under
sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986. Neither
Internet Law, Planet nor their stockholders, will recognize any gain or loss
upon the receipt by Planet of the mineral properties and related assets from
Internet Law or upon receipt by Internet Law stockholders of the Planet common
stock in the Distribution.
No
opinion is expressed with respect to state, local, foreign or other tax laws.
This opinion does not take into account the special circumstances of certain
stockholders of Internet Law, for example, foreign persons, tax-exempt
organizations, insurance companies, financial institutions, dealers in stocks
and securities,and persons who do not hold their Internet Law common stock as a
capital asset, which might affect the results described above.
We hereby consent to the
use of this opinion as an exhibit to the Registration Statement and to the
references to our firm in the prospectus.
Yours very truly,
/s/Sonfield and Sonfield
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Sonfield and Sonfield
