REFERENCE 5.0
CONSENT OF HOGE CARTER HOLMES PLLC
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HOGE CARTER HOLMES PLLC
ATTORNEYS AND COUNSELORS
HAMPTON COURT
SUITE 600
4311 OAKLAWN
DALLAS, TEXAS 75219
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Steven B. Holmes
Licensed In TELEPHONE (214) 765-6000
Texas and Oklahoma TELECOPIER (214) 765-6020
E-MAIL [email protected]
April 25, 2000
Board of Directors
1STOPSALE.COM Holdings Inc.
1422 Chestnut Street, Suite 410
Philadelphia, PA 19102
Re: 1STOPSALE.COM Holdings Inc.
Registration Statement on Form SB-2
Gentlemen:
We have been retained by 1STOPSALE.COM Holdings Inc. (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form SB-2, to be filed by the Company with the Securities and Exchange
Commission relating to the offering of securities of the Company. You have
requested that we render our opinion as to whether or not the securities
proposed to be issued on terms set forth in the Registration Statement will be
validly issued, fully paid, and nonassessable.
In connection with the request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consent resolutions of the Company's Board of Directors.
We have examined such other corporate records and documents and have made
such other examinations as we have deemed relevant.
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HOGE CARTER HOLMES PLLC
Board of Directors
April 25, 2000
Page 2
Based on the above examination, we are of the opinion that the securities
of the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, and fully paid, and
non-assessable under the corporate laws of the State of Delaware.
We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion and as having represented the Company in
connection with the Registration Statement.
Sincerely,
HOGE CARTER HOLMES PLLC
/s/ Steven B. Holmes
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Steven B. Holmes
SBH
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