LAW OFFICES OF
TOLAN S. FURUSHO
-------------------------------------------------------------
October 27, 2000.
Board of Directors
Hybrid Fuels. Inc.
#214-2791 Hwy.
97 North Kelowna
B.C. V1X 4J8
RE: TRADEABILITY OPINION
---------------------
Gentlemen:
You have requested that the undersigned render an opinion with respect to
Hybrid Fuels, Inc, to wit, the standing of the Company, including its common
shares issued and outstanding, paid for with adequate consideration which
constitutes its issued and non-assessable common shares the interstate
tradability of the Company's common stock; and. the availability to the Company
of an exemption from the registration requirements under the Securities Act of
1933 as amended.
In connection with this opinion, the undersigned has relied upon the
representations of Management of the Company and has reviewed a variety of
documents and memoranda which includes, among others, the Company's Articles of
incorporation, as amended, the Company's Offering Circular(s), various
registration materials, miscellaneous minutes of meetings of the Board of
Directors and of Shareholders from the Company's date of inception in February
1960, through the present date. The undersigned has also reviewed documents
regarding the Company's name changes, and other documents concerning the
business affairs of the Company from its date of inception. For this opinion,
the undersigned has not attempted to verify independently the veracity of the
representations made the Management or otherwise independently authenticated the
Various documents and memoranda submitted to the undersigned in connection with
the preparation of this opinion, and, should any representation of documents or
memoranda subsequent to the publication hereof prove to he false or misleading
in a material manner, this opinion shall be of no further force and effect, or
if warranted, the same shall he modified accordingly.
The undersigned has noted that the Company has not engaged in any
substantive business activity prior to the acquisition of Hybrid Fuels, USA.,
Inc. and Hybrid Fuels (Canada) Inc. The Company does trade on the National
Quotation Bureau's "over the counter market", commonly known as the pink sheets.
The present Management took control of the Company pursuant to resolutions at a
Special meeting of Shareholders called by the Board of Directors on May 11,
12729 Northup Way, Suite #2 Bellevue, Washington 98005-1935 Phone (425) 425-8639
Fax (425) 425-8622
<PAGE>
Page 2
1998. Of the 15,000,000 outstanding shares entitled to vote, 12,000,000 of the
voting shares were present in person or by proxy which constituted a quorum.
The 12,000,000 voted in favor of changing the domicile of the Company from
Florida to Nevada, and changing the name of the Company from Polo Equities,
Inc. to Hybrid Fuels, Inc. As of October 20, 2000 the Company has 19,687,620
issued and outstanding shares of common stock. As of this date, there are 253
shareholders of record.
The Company builds small scale Ethanol facilities that involve three
proprietary technologies acquired exclusively by the Company. The first
technology converts animal waste into high grade, pathogen-free protein. The
second technology involves the design of a bio-gas burner which burns waste
material including manure and straw and Via the capacity to supply the energy
requirements of the non Ethanol operation. The third technology is a formula
which causes diesel fuel, wet ethanol and vegetable oil residual compound to
emulsify.
Subject to the limitations inherent in any start-up company, and subject to
the Veracity and truthfulness of the representations made to the undersigned,
the independent verification of same not having been determined by the
undersigned, it is the opinion of the undersigned that the Company has been
validly formed, is in good standing with the State of Nevada, and its common
shares issued and outstanding are fully paid, validly issued and non-assessable.
it is further the opinion of the undersigned that, subject to compliance with
both state and federal securities laws with respect to requirements to trade in
the over-the-counter market, the Company's common shares may be traded
interstate o the of the-counter market freely transferable without restriction,
excepting the shares owned of record or beneficially by affiliates of the
Company, including present Management. In connection with any trading activity,
time undersigned assumes that an independent accountant has prepared the
Company's financial statements on a consistent basis utilizing general accepted
accounting principles, that the Company will have obtained the necessary
secondary trading clearances from the states, and that the Company will comply
With each and every aspect of federal and state law regarding secondary trading
activity. including a listing in a recognized manual for secondary trading
purposes.
This opinion is subject to the restrictions arid limitations described
above. If there are any questions regarding the foregoing, please advise.
Very truly yours,
/s/ Tolan S. Furusho Esq.
Tolan S. Furusho Esq.
<PAGE>
