DUNCAN, BLUM & ASSOCIATES
ATTORNEYS AT LAW
[email protected]
Carl N. Duncan David E. Blum
5718 Tanglewood Drive 1863 Kalorama Road, N.W.
Bethesda, Maryland 20817 Washington, D.C. 20009
(301) 263-0200 (202) 232-6220
(301) 263-0300 (Fax) (202) 232-7891 (Fax)
August 28, 2000
EXHIBIT 5.1
SD Products, Inc.
2958 Braithwood Court
Atlanta, Georgia 30345
Re: SD Products Corp. Registration Statement on Form SB-1 Relating to the
Offer and Sale of 1,800,000 Shares of Common Stock
Ladies and Gentlemen:
Since March 1, 2000, this firm has acted as securities counsel for SD
Products Corp. (the "Company"), a Florida corporation organized under the
Florida General Corporate Law, in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,800,000 shares of common stock as
defined below (the "Shares") in the Company, having a maximum aggregate offering
price of up to $1,000,000, pursuant to the referenced Registration Statement. Up
to 800,000 of such Shares ($800,000) may be sold by enumerated selling
shareholders.
You have requested our opinion regarding the legality of the Shares
registered pursuant to the Registration Statement on Form SB-1 (the
"Registration Statement"). We have examined originals or copies, certified to
our satisfaction, of such records, agreements and other instruments of the
Company, certificates or public officials, certificates of the officers or other
representatives of the Company, and other documents, as we have deemed necessary
as a basis for the opinions hereinafter set forth. As to various questions of
fact material to such opinions, we have, when relevant facts were not
independently established, relied upon written factual representations of
officers and directors, including (but not limited to) statements contained in
the Registration Statement.
Our opinions, insofar as they address issues of Florida law, are based
solely upon our review of (i) the records of the Company; (ii) the Florida
General Corporate Law; and (iii) a certified copy of the Company's October 20,
1997 Articles of Incorporation and April 30, 1999 Certificate of Amendment
thereto. We do not express our opinion herein concerning any law other than the
laws of Florida and the United States.
We have assumed the genuineness of all signatures on documents reviewed by
or presented to us, the legal capacity of natural persons, the authenticity of
all items submitted to us as originals and the conformity with originals of all
items submitted to us as copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is a duly organized, validly existing corporation under the
laws of the State of Florida.
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2. The Shares of the Company to be offered pursuant to the Prospectus forming
a part of the Registration Statement are validly authorized and, when
sold, will be validly issued, fully paid and non-assessable under the law
of Florida.
We hereby consent to the reference to our firm in the "Legal Matters"
section of the Prospectus and to the inclusion of this opinion as an Exhibit to
the Registration Statement.
DUNCAN, BLUM & ASSOCIATES
By: /s/ Carl N. Duncan
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Carl N. Duncan, Managing Partner
