Michael S. Krome, P.C.
Attorney-at-Law
110 Smithtown Boulevard
Nesconset, New York 11767
Tel: (631)979-5044
Fax: (631)863-9899
Ronald Krome
Legal Assistant
August 17, 2000
Universal Media Holdings, Inc.
110 Smithtown Boulevard
Nesconset, New York 11767
Dear Sirs:
You have requested an opinion with respect to certain matters in connection
with the filing by Universal Media Holdings, Inc., (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement with the
Securities and Exchange Commission, covering the registration of 100,000 shares
of the Company's Common Stock, par value $0.001 per share (the "Shares"), for
issuance pursuant to a Consulting Agreement, dated August 15, 2000, with Michael
Margolies (the "Agreement").
In connection with this opinion, we have examined and relied upon the
Company's Amended Articles of Incorporation and By-Laws, the Minutes of the
Meetings of the Board of Directors of the Company as well as the originals and
copies, certified to my satisfaction, of such records, documents certificates,
memoranda and other instruments as in my judgment are necessary or appropiate to
enable me to render the opinion contained herein. I have assumed the genuineness
and authenticity of all documents submitted to me as originals, the conformity
to the originals of all documents submitted to me as copies thereof and the due
execution, delivery or filing of documents, where such execution, delivery or
filing are a prerequisite to the effective thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement and the Consulting Agreement, will be validly issued,
fully paid and nonassessable shares of the Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Michael S. Krome
-------------------------
Michael S. Krome
