ARONAUER, GOLDFARB, SILLS & RE, LLP
444 Madison Avenue, 17th Floor
New York, New York 10022
December 21, 2000
Meridian USA Holdings, Inc.
1356 N.W. Boca Raton Blvd.
Boca Raton, Florida 33432
Re: Registration Statement on Form SB-2
(the "Registration Statement")
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Gentlemen:
This opinion is furnished to you in connection with the Registration
Statement on Form SB-2 (the "Registration Statement") being filed on the date
hereof by Meridian USA Holdings, Inc., a Florida corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the proposed shelf registration
of 5,698,948 shares of the Company's common stock, $.001 par value per share
("Common Stock"), for resale by the holders obtaining such shares upon
conversion of the Company's Series II Convertible Preferred Stock and upon
exercise of Common Stock purchase warrants issued to U.S. Bancorp Libra and its
designees in connection with a financing transaction between the Company and
U.S. Bancorp Investments, Inc.
We are familiar with the Company's Certificate of Incorporation and all
amendments thereto, its By-Laws and all amendments thereto, the records of
meetings and consents of its Board of Directors and stockholders, and its stock
records. We have examined such other records and documents as we deemed
necessary or appropriate for purposes of rendering this opinion.
Based upon the foregoing examination, we are of the opinion that the shares
of Common Stock being offered pursuant to the Registration Statement have been
duly authorized and, when issued and sold as contemplated in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the heading "Legal Matters" in the
prospectus forming a part of the Registration Statement.
Very truly yours
Aronauer, Goldfarb, Sills & Re, LLP
By: /s/ Samuel Goldfarb
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Samuel Goldfarb, a member of
the Firm
