EXHIBIT 5
OPINION AND CONSENT OF LEGAL COUNSEL
The Business Law Group
Attorneys at Law
205 E. Central Blvd., Suite 500
Orlando, FL 32801
November 6, 2000
Board of Directors
EREX, Inc.
8890 Coral Way, #220
Miami, Florida 33165
Gentlemen:
We have acted as special securities counsel to EREX, INC. (the "Company"), in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering registration under the Securities
Act of 1933, as amended, of the 80,000 shares of the Company's common stock,
$0.001 par value per share (the "Shares"), pursuant to the Agreement between
EREX, Inc., and Jeffrey M. Harvey dated November 12, 2000 (the "Agreement"). As
such, we have examined the Registration Statement and such other documents of
the Company as we deemed appropriate under the circumstances.
Based upon the foregoing, and assuming that the Shares will be issued as set
forth in the Agreement, at a time when effective, and that there will be full
compliance with all applicable securities laws involved under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated pursuant to said Acts, and in those states in
which the Shares may be sold, we are of the opinion that, upon issuance of the
Shares according to the Registration Statement and receipt of the consideration
to be paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion does not cover
any matters related to any re-offer or re-sale of the Shares by the firm, once
issued pursuant to the Agreement as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. This opinion is based on
our knowledge of the law and facts as of the date hereof. We assume no duty to
communicate with the Company in respect to any matter, which comes to our
attention hereafter.
Very truly yours,
THE BUSINESS LAW GROUP
By: /s/ Larry B. Loftis
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Larrry B. Loftis
Consent:
We consent to the use of our opinion dated November 6, 2000, as an exhibit to
the Registration Statement of EREX, Inc., and to the reference to our firm in
the Registration Statement.
THE BUSINESS LAW GROUP
By: /s/ Larry B. Loftis
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Larrry B. Loftis
