July 20, 2000
Board of Directors
n-Gen Solutions.Com, Inc.
410 17th Street
Suite 1940
Denver, CO 80202
Re: n-GEN SOLUTIONS.COM, INC.
AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT, AND RELATED
PROSPECTUS
Dear Sirs/Madam:
As counsel to n-Gen Solutions.Com, Inc. ("Registrant"), a Delaware
corporation, in connection with the above-referenced SB-2 Registration
Statement, and related Prospectus ("Registration Statement"), relating to
the registration of up to 1,840,000 shares of common stock, $.001 par value
per share, up to 1,840,000 redeemable common stock purchase warrants,
160,000 underwriter's common stock options, 160,000 shares of common stock
underlying underwriter's common stock option, 160,000 underwriter's warrant
options, 160,000 warrants underlying underwriter's warrant option and
160,000 shares of common stock underlying underwriters warrant option
("Securities") we have examined the Certificate of Incorporation and
amendments thereto and By-laws of the Registrant, the Underwriting
Agreement between the Registrant and Barron Chase Securities, Inc.
("Underwriting Agreement") and the Warrant Agreement between the Registrant
and Corporate Stock Transfer ("Warrant Agreement") and such other
documents as we have deemed relevant and material. Based on the foregoing,
and certain representations of the officers, directors and representatives
of the Registrant, it is the opinion of this office that:
1. The Registrant has been duly organized and is validly existing and
in good standing in the State of Delaware, the jurisdiction of its
incorporation.
2. The aforementioned securities to be registered pursuant to the
Registration Statement have been duly and validly authorized by the
requisite corporate action in accordance with the general requirements of
corporation law.
3. When, as and if the aforementioned securities are delivered
against payment in accordance with the Registration Statement, and related
Prospectus, such securities will be validly authorized and issued, fully
paid and nonassessable in accordance with the general requirements of
Delaware corporation law.
EXHIBIT 5.2
<PAGE>
Board of Directors
n-Gen Solutions.Com, Inc.
July 20, 2000
Page 2
4. The options and warrants are legal binding obligations of the
Registrant in accordance with the general requirements of Delaware
corporation law and the Underwriting and the Warrant Agreements.
We hereby consent to the use of the opinion of this office as Exhibit
5.1 to the Registration Statement of the Registrant, and further consent to
the reference to its name in such Registration Statement, as amended, and
related Prospectus.
Very truly yours,
BERENBAUM, WEINSHIENK & EASON, P.C.
JBW/db
