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EXHIBIT 5
OPINION RE: LEGALITY
Powell, Goldstein, Frazer & Murphy LLP
1001 Pennsylvania Avenue, N.W.
Sixth Floor
Washington, DC 20004
(202) 347-0066
December 19, 2000
Board of Directors
ASP Ventures Corp.
Gentlemen:
We have acted as counsel to ASP Ventures Corp. (the "Company"), with
respect to the Company's Registration Statement on Form S-8, filed by the
Company with the U.S. Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securites Act of 1933, as amended, of
150,000 shares of Common Stock, $0.001 par value (the "Shares"), subject to a
certain Consulting Services Agreement dated March 1, 1999 and Conversion
Agreement dated December 8, 2000 (collectively, the "Agreements") between the
Company and a consultant of the Company.
As counsel to the Company, we have examined such records and documents
of the Company, as well as relevant statutes, regulations, published rulings and
such questions of law, as we considered necessary or appropriate for the purpose
of this opinion.
Based on the foregoing, we are of the opinion that the 150,000 Shares
subject to the Agreements, when issued, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 and to all references to our firm
in such Registration Statement. In giving this consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the General Rules and Regulations
thereunder.
Sincerely,
/s/ Powell, Goldstein, Frazer & Murphy LLP
