January 8th, 2001
Securities and Exchange Commission
Washington, D.C.
Re: Nicole Industries, Inc.
To Whom It May Concern:
Nicole Industries Inc. is a corporation duly incorporated and validly
existing and in good standing under the laws of the state of Nevada. Nicole
Industries has full corporate powers to own its property and conduct its
business, as such business is described in the prospectus. Nicole Industries
is qualified to do business as a foreign corporation in good standing in every
jurisdiction in which the ownership of property and the conduct of business
requires such qualification.
This opinion is given in connection with the registration with the Securities
and Exchange Commission of one million, five hundred and fifty three thousand,
three hundred and thirty one (1,553,331) shares of common stock at a price of
$.10 per share.
We have acted as special counsel to Nicole Industries in connection with the
preparation of the Registration Statement on Form SB-2, pursuant to which such
shares are being registered and, in so acting, we have examined the originals
and copies of the corporate instruments, certificates and other documents of
Nicole Industries and interviewed representatives of Nicole Industries to the
extent we deemed it necessary in order to form the basis for the opinion
hereafter set forth. In such examination we have assumed the genuineness of all
signatures and authenticity of all documents submitted to me as certified or
photostatic copies. As to all questions of fact material to this opinion
which have not been independently established, we have relied upon statements
or certificates of officers or representatives of Nicole Industries
All of the 1,553,331 shares being registered are now authorized and issued
shares.
Based upon the foregoing, we are of the opinion that the 1,553,331 shares of
common stock of Nicole Industries being registered for sale by Nicole
Industries, when issued and sold pursuant to this Registration Statement will
be legally issued, fully paid and non-assessable and there will be no personal
liability to the owners thereof.
The undersigned hereby consents to the use of this opinion in connection with
such Registration Statement and its inclusion as an exhibit accompanying such
Registration Statement.
Very truly yours,
Adam U. Shaikh, Esq.
Shawn F. Hackman, a PC.
