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EXHIBIT 5
LEGAL OPINION
The Law Offices of
Hamilton, Lehrer & Dargan P.A.
555 South Federal Highway, Suite 270
Boca Raton, Florida 33432
(561)416-8956
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Facsimile: (561)416-2855
November 27,2000
Board of Directors
c/o Saundra Sharpe
HeavenExpress.com Inc.
6901 NW 32nd Avenue
Fort Lauderdale, Florida 33309
Re: Shares to be Registered on Form SB-2 (the "Shares")
Dear Ms. Sharpe:
We have acted as counsel for HeavenExpress.com Inc., a Florida corporation (the
"Company"), and certain of its shareholders (the "Selling Shareholders") in
connection with the issuance of the Shares described in the prospectus of the
Company dated November 27, 2000 (the "Prospectus"), contained in the
Registration Statement on Form SB-2 of the Company.
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to our satisfaction of the following:
(a) Articles of Incorporation of the Company, as amended to date;
(b) By-laws of the Company, as amended to date;
(c) Certificates from the Secretary of State of the State of Florida, dated
as of a recent date, stating that the Company is duly incorporated
and in good standing in the State of Florida;
(d) Share Certificates of the Company;
(e) The Registration Statement and all exhibits thereto;
(f) Questionnaires completed and signed by all officers and directors of
the Company.
In addition to the foregoing, we have also relied as to matters of fact upon the
representations made by the Company and their representatives and upon
representations made by the Selling Shareholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us certified or photostatic copies.
Based upon and in reliance upon the foregoing, and after examination of such
corporate and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is our
opinion that the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Florida jurisdiction
of its incorporation and has full corporate power and authority to own its
properties and conduct its business as described in the Registration Statement.
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, with a par value of $.001 per share, of which there are
outstanding 1,035,000 shares (including the Shares), and 10,000,000 shares of
Preferred Stock, with a par value of $.001 per share, of which none are
outstanding. Proper corporate proceedings have been taken validly to authorize
such authorized capital stock and all the outstanding shares of such capital
stock (including the Shares), when delivered in the manner and/or on the terms
described in the Registration Statement (after it is declared effective), will
be duly and validly issued, fully paid and non-assessable. The shareholders of
the Company have no preemptive rights with respect to the Common Stock of the
Company.
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I hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of a person whose consent is required under Section 7 of the Securities
Act of 1933, or the general rules and regulations thereunder.
Very truly yours,
/s/ Brenda Hamilton
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Brenda Hamilton,Esq.
For the Firm
CONSENT OF INDEPENDENT AUDITORS
HeavenExpress.com, Inc.
We hereby consent to the incorporation by reference in this filing of
HeavenExpress.com, Inc. our report appearing in the Amendment No. 1 of the
Company's Registration Statement of Form SB-2/A for the year ended December 31,
1999.
/s/ Steven H. Dohan, CPA
Dohan and Company, CPA's
Certified Public Accountants
7700 North Kendall Drive, Suite 204
Miami, Florida, 33156-7578
Telephone: (305) 274-1366; Facsimile: (305) 274-1368November 27, 2000
