JAMES T. GIBBONS, ESQ.
ATTORNET AT LAW
440 ROUTE 17N SUITE 2
HASBROUCK HEIGHTS, NJ 07604
(201)288-8114 (201)288-8109 (FAX)
July 19, 2000
UNIVERSAL MEDIA HOLDINGS, INC.
110 Smithtown Boulevard
Nesconset, New York 11767
Dear Sirs:
You have requested my 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
Security and Exchange Commission, covering the registration of 1,223,550 shares
of the Company's Common Stock, par value $.0001 per share (the "Shares"), for
issuance in accordance with Compensation or Termination Agreements with three
(3) present and/or past directors/officers of the Company (the "Agreements").
The Shares to be registered are as follows:
A) 150,000 shares represented by Certificate #6319 and 250,000 of the
shares represented by Certificate #6201, issued to Zimvestments, Inc. (said
corporation being wholly owned by James W. Zimbler and his wife) in accordance
with a written Resolution of the Board of Directors, dated November 4, 1999, as
and for compensation to James W. Zimbler for service as a director of the
Company.
B) 90,000 shares represented by Certificate #6096, issued to Two Plus
Twins Consulting, Inc. (said corporation being wholly owned by Michael S. Krome
and his wife) in accordance with a written Resolution of the Board of Directors,
dated November 4, 1999, as and for compensation to Michael S. Krome for service
as a director of the Company.
C) 333,550 shares represented by Certificate #6203, issued to Two Plus
Twins Consulting, Inc. (said corporation being wholly owned by Michael S. Krome
and his wife) the registraion of which shares are encompassed within that
certain employment termination agreement dated July 11, 2000, by and between the
Company and Michael S. Krome.
D) 300,000 shares represented by Certificate #6097, issued to Bruce Dugan
in accordance with a written resolution of the Board of Directors, dated
November 4, 1999, as and for compensation for service as a director of the
Company.
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In connection with this opinion, I have examined and relied upon the
Registration Statement, the Company's Amended Articles of Incorporation and
Bylaws, the Minutes of the Meetings of the Board of Directors of the Company,
the Termination of Employment Agreement between the Company and Michael S.
Krome, and the originals or copies certified to my satisfaction of such records,
documents, certificates, memoranda and other instruments as in my judgment are
necessary or appropriate to enable me to render the opinion expressed below. 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 effectiveness
thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion
that the Shares, upon registration, when sold and issued in accordance with the
Registration Statement and the above referenced compensation and termination
agreements, will be validly issued, fully paid, and non-assessable shares of
Common Stock of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ James T. Gibbons
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James T. Gibbons
