MICHAEL J. MORRISON, CHARTERED
1495 RIDGEVIEW DRIVE, SUITE 220
RENO, NEVADA 89509
TELEPHONE 775-827-6300
July 14, 2000
Mr. Larry J. Hrabi, CEO
iCrystal, Inc.
3237 King George Hwy., Ste. 101-B
Surrey, British Columbia, V5P 1B7 Canada
RE: iCrystal, Inc. (the "Company")
Dear Larry:
You have requested my opinion regarding issuance of certain shares pursuant to
the Company's " 2000 Incentive Plan of ICrystal, Inc" (the "Plan"), subject of a
Form S-8 registration statement to be filed with the Securities and Exchange
Commission.
I have reviewed the relevant documents in connection with the Plan, including
the Plan itself, and such other corporate documents as I deem necessary and
appropriate in connection with the Plan. I have also discussed the Plan with
management of the Company, and received such assurances from them as I deem
necessary under the circumstances.
Based thereon, it is my opinion that the Company may issue a total of 3,000,000
unrestricted shares of its Common Stock pursuant to the terms of the Plan. When
issued, the shares shall be validly issued, fully paid and non-assessable.
The information set forth herein is effective as of the date of this letter, and
this opinion relates only to original issue securities.
If you have any questions regarding this matter, please do not hesitate to
contact me.
Very truly yours,
/s/ MICHAEL J. MORRISON
-------------------------
Michael J. Morrison, Esq.
MJM:cmm
