SCHEER, JACKSON, COHEN & SCHOENBERG LLC
ATTORNEYS AT LAW
3405 PIEDMONT ROAD, N.E.
SUITE 275
ATLANTA, GEORGIA 30305-1741
Thomas L. Cohen TELEPHONE
(404) 812-1700
E-Mail FACSIMILE
[email protected] (404) 233-9462
July 25, 2000
Board of Directors
CoffeeAM.com, Inc.
100 Londonderry Court
Suite 112
Woodstock, GA 30188
Dear Directors,
You have requested my opinion as to the legality of the securities
being registered by CoffeeAM.com, Inc. (the "Company") under the Securities Act
of 1933, as amended (the "Act"), by filing a registration statement on Form
SB-2, relating to the offering of shares of its common stock (the "Shares") as
described in the registration statement.
This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this opinion
letter should be read in conjunction therewith.
This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
(the "Interpretive Standards"), which Interpretive Standards are incorporated in
this opinion letter by this reference.
In connection with your request for my opinion, I have reviewed the
Company's Articles of Incorporation, Bylaws, resolutions of the Board of
Directors of the Company concerning the offering, the registration statement and
such other corporate documents as I have considered necessary or appropriate for
the purposes of this opinion.
The opinions set forth herein are limited to the laws of the State of
Georgia and applicable federal laws.
Based upon the foregoing and the limitations and qualifications set
forth above, I confirm to you that when the registration statement shall have
become effective under the Act, and when the Shares shall have been duly issued
and delivered to the purchasers against payment of the consideration for them,
the Shares will, when sold, be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
registration statement.
Very truly yours,
s/Thomas L. Cohen
Thomas L. Cohen
Exhibit 5
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