August , 2000
Urban Cool Network, Inc.
1401 Elm Street, Suite 1955
Dallas, Texas 75202
Attn: Jacob R. Miles, III, Chief Executive Officer
Re: Registration Statement on Form S-1, as amended (the "Registration
Statement") Sec File No. 333-92223
Gentlemen:
We refer to the public offering (the "Offering") of the following
securities (collectively, the "Securities") of Urban Cool Network, Inc. a
Delaware corporation (the "Company"), as described in the Registration Statement
on Form S-1:
o 1,495,000 shares of common stock of the Company $.01 par value (the
"Common Stock");
In furnishing our opinion, we have examined copies of the Registration
Statement and the Exhibits thereto. We have conferred with officers of the
Company and have examined the originals or certified, conformed or photostatic
copies of such records of the Company, certificates of officers of the Company,
certificates of public officials, and such other documents as we have deemed
relevant and necessary under the circumstances as the basis of the opinion
expressed herein. In all such examinations, we have assumed the authenticity of
all documents submitted to us as originals or duplicate originals, the
conformity to original documents of all document copies, the authenticity of the
respective originals of such latter documents, and the correctness and
completeness of such certificates. Finally, we have obtained from officers of
the Company such assurance as we have considered necessary for the purposes of
this opinion.
Based upon and subject to the foregoing and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that, when and if (a) the Registration
Statement shall have become effective, as the same may hereafter be amended; and
(b) the Securities to be sold for the account of the Company for full and
adequate consideration as contemplated in the Registration Statement, then all
of the Securities, upon correct execution and delivery of proper certificates
therefor, will be duly authorized, validly issued
<PAGE>
Urban Cool Network, Inc.
August , 2000
and outstanding, fully paid and nonassessable.
The undersigned hereby consents to the use of its name in the Registration
Statement and in the prospectus forming a part of the Registration Statement
(the "Prospectus"), to references to this opinion contained therein under the
caption of the Prospectus entitled "Legal Matters," and to the inclusion of this
opinion in the Exhibits to the Registration Statement.
We are members of the Bar of the State of New York and we do not express
herein any opinion as to any matters governed by any law other than the law of
the State of New York, the corporate law of the State of Delaware and the
Federal laws of the United States.
This opinion is limited to the matters herein and may not be relied upon
in any matter by any other person or used for any other purpose other than in
connection with the corporate authority for issuance of the Securities pursuant
to and as contemplated by the Registration Statement.
Very truly yours,
Silverman, Collura & Chernis, P.C.
