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Exhibit 5
December 12, 2000
Board of Directors
International Foam Solutions, Inc.
Re: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 1,640,000 shares
of common stock (.001 par value) to be issued to certain individuals solely for
services, when issued, will be legally issued and fully paid and non-assessable
securities of the Company. In connection with these agreements, I have examined
the Form of the Registration Statement to be filed by the Company in connection
with such shares on Form S-8; the By-Laws of the Company currently in effect;
and Company minutes. You have also informed me that the Shares are for services
only performed by consultants who have performed valuable services to the
Company and that the Shares do not directly or indirectly promote or maintain a
market for the Company's securities. In addition, I have examined such other
documents and records, instruments and certificates of officers and
representatives of the Company. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of natural persons and the
authenticity of all documents submitted to me. I have further assumed that the
recipients of the shares of common stock under this agreement will have rendered
or will continue to render the services for which the shares are being issued
pursuant to the Company's agreements with such persons. Based upon the
foregoing, and in reliance thereon, it is my opinion that, subject to the
limitations set forth herein, the agreements made with individuals for the
issuance of the 1,640,000 shares of common stock, will be duly and validly
authorized, legally issued, fully paid and non-assessable. This opinion is
expressly limited in scope to the shares enumerated herein which are to be
expressly covered by the Registration Statement and does not cover subsequent
issuances of shares to be made in the future pursuant to such agreement, if any,
pertaining to services to be performed in the future. Such transactions are
required to be included in either a new registration statement or a post
effective amendment to the Registration Statement including updated opinions
concerning the validity of issuance of such shares. This opinion is limited to
the laws of the State of Florida. I express no opinion with respect to the laws
of any other jurisdiction. In addition, I hereby consent to you filing this
opinion with the Securities and Exchange Commission as an exhibit to the
above-referenced Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without my prior written consent. This opinion
is based upon my knowledge of the law and facts as of the date hereof. I assume
no duty to communicate with you with respect to any matter which comes to my
attention hereafter.
Sincerely,
Kenneth J. Dunn, Esq.
