RICHARD D. SEAY
ATTORNEY AT LAW
215 NORTH ~FEDEERAL HIGHWAY TELEPHONE
925-8228
DANIA, FLORIDA 33004 ~
FAX- 925-8299
August 28, 2000
Board of Directors
eQuorumNet, Inc.
301 W. Armour, Suite 1000
Kansas City, MO 64111
Re: Opinion and Consent of Counsel with respect
to Registration Statement on Form SB-2
TO WHOM IT MAY CONCERN:
You have requested the opinion and consent of this law office, as counsel, with
:respect to the proposed issuance and public distribution of certain securities
of the Company pursuant to the filing of a Registration Statement on Form SB-2
with the Securities and Exchange Commission.
The proposed offering and public distribution relates to 1,000,000 shares
of Common Stock of the Company, $.0001, par value to be offered and sold to the
public at a price of $5.00, per share. In addition, 170,000, shares of Common
Stock of the Company, previously issued to initial shareholders of the Company,
will also be concurrently registered with the offering, so that the total number
of shares of Common Stock to be registered by the Company is 1,170 000. The
initial shareho1ders, whose shares are being registered, have agreed not to sell
any of their shares until the Company has closed their offering pursuant to this
Form SB-2 Registration. These shares are being registered in order to make them
freely tradable, but registration does not necessarily mean that any or all of
these shares will, in fact, be sold.
It is the undersigned's opinion that the shares of common stock will, when
issued in accordance with the terms and conditions set forth in the Registration
Statement, be duly authorized, validly issued, fully paid and nonassessahle
shares of common stock of the Company in accordance with the corporation laws of
the State of Nevada.
The undersigned hereby consents to be named as counsel for the Company in
the Registration Statement and prospectus included therein
Sincerely Yours,
/s/ Richard D. Seay, Esquire
EXHIBIT 5 PAGE 1
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Exhibit 23 Page 1 Consent of Williams & Webster
Williams & Webster, P.S.
CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS
BANK OF AMERICA FINANCIAL CENTER - 601 W. RIVERSIDE, SUITE 1940 - SPOKANE, WA
99201-0611
509-838-5111 FAX: 509-838-5114 - E-MAIL: [email protected]
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
------- -- --------- ------ -----------
Board of Directors
eQuorumNet
Kansas City, Missouri
We consent to the use of our report dated August 3, 2000, on the financial
statements of eQuorumNet as of June 30, 2000 and the period then ended, and the
inclusion of our name under the heading "Experts" in the Form SB-2 Registration
Statement filed with the Securities and Exchange Commission.
/s/
Williams & Webster, P.S.
Spokane, Washington
August 24,2000
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