SCHROEDER WALTHALL NEVILLE L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
1100 Louisiana, Suite 4850
Houston, TX 77002-5222
Telephone (713)654-9100
T. Michael Neville (800)967-7770
Walter A. Schroeder, P.C. -------------
Leonidas F. Walthall, P.C. Telecopier (713)654-1341
April 11, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 2549
Re: Pinnacle Business Management, Inc.
Ladies and Gentlemen:
This Firm represents Pinnacle Business Management, Inc., a Nevada
corporation (the "Registrant") in connection with the Registrant's Registration
Statement of Form S-8 under the Securities Act of 1933 (the "Registration
Statement") which relates to the resale of up to 10,920,024 shares by certain
selling shareholders in accordance with a Consulting Agreement between the
Registrant and the selling shareholders (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 issued 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 Resale 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.
Very truly yours,
SCHROEDER WALTHALL NEVILLE L.L.P.
By: Leonidas F. Walthall, P.C.
/s/ Leonidas F. Walthall
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Leonidas F. Walthall
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