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EXHIBIT 5
OPINION OF HORWITZ & BEAM RELATING TO
ISSUANCE OF SECURITIES PURSUANT TO THE
CONSULTING AGREEMENT
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[LETTERHEAD]
[July 13, 2000]
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: JUMPMUSIC.COM, INC.
Ladies and Gentlemen:
This office represents JUMPMUSIC.COM, INC., a Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 75,000 shares of the Registrant's
Common Stock issuable upon exercise of warrants issued to M. Blaine Riley for
performance of certain advisory and consulting services (the "Registered
Securities"). In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is a part of the Registrant's Form S-8
Registration Statement relating to the Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.
HORWITZ & BEAM
/s/ Horwitz & Beam
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