LAW OFFICES OF
LANCE N. KERR
8833 SUNSET BOULEVARD, SUITE 200
WEST HOLLYWOOD, CALIFORNIA 90069
TEL: (310) 289-4947
FAX: (310) 289-5240
LANCE N. KERR
MARTIN A. COOPER
July 15, 2000
THE VERMONT WITCH HAZEL COMPANY
and the Persons and
Entities who become
Personnel thereof
4415 Ponca Avenue
Toluca Lake, California 91602
Ladies and Gentlemen:
We render herewith our opinion as to certain matters pursuant to
your request.
In rendering our opinion, we have examined and relied upon the
following:
(a) The Certificate of Incorporation dated August 3, 1994 and
filed August 3, 1994; and by-laws of the Company dated September 10,
1994.
(b) The materials contained in the SB-2 Registration of Securities
Filing of the Corporation, dated April 28, 2000 (the "Filing") concerning
the offering of the Stock;
(c) The Certificate of the Corporation dated April 27, 2000,
attached hereto as Exhibit "A" (the "Corporation Certificate"). The
opinions expressed in subparagraphs two and three below, as to factual
matters, are given in reliance upon the Corporation's Securities
Certificate;
(d) Such other documents and instruments as we have deemed necessary
in order to enable us to render the opinions expressed herein.
For the purposes of rendering this opinion, we have assumed that no
person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents
reviewed. Furthermore, we express no opinion as to the validity of any of
the assumptions, form, or content of any financial or statistical data
contained in the Filing. We do not assume any obligation to advise
investors or their representatives beyond the opinions specifically
expressed. The terms used in this opinion shall have the meaning ascribed
to them in the documents relied upon in rendering our opinion.
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Based upon the foregoing assumptions, our review of the above
documents and our reliance, as to factual matters, upon the
representations in the Corporation Certificate, and subject to the
qualifications listed herein, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Vermont, and upon the
filing of required state documents with the appropriate authorities,
will be fully authorized to transact the business in which it is engaged
and in which it proposes to engage if it conducts its business as
described in the Filing.
2. The Stocks, when issued and sold, will be validly and legally
issued under the laws of the State of Vermont; provided, however, that no
opinion is rendered under this paragraph 2 regarding compliance with
federal or state securities or blue sky laws. The Stocks, when issued
and sold upon payment of the offering price, will be fully paid and
non-assessable and binding on the company in accordance with their terms.
3. The Stocks, when issued and sold by the Company, will conform in
all material respects to all statements concerning them contained in the
Filing.
4. The disclosures contained in the Filing, taken together with
the CEO's offer to each subscriber to provide access to additional
information, are sufficient to satisfy the "information requirements" of
the registration exemptions under the Securities Act of 1933, Regulation
S-B, rule 405, as amended, assuming the receipt by each purchaser of a
copy of the Filing.
Nothing herein shall constitute an opinion as to the laws of any
state or jurisdiction other than the laws of the State of Vermont and
federal law regardless of the selected choice of law stated in any
document discussed in this letter.
Our opinion is limited to the specific opinions expressed above. No
other opinions are intended to be inferred therefrom. This opinion is
addressed to and is for the benefit solely of the Company and its
officers, and no other person or persons shall be furnished a copy of this
opinion or are entitled to rely on the contents herein without our express
written consent. In the event that any of the facts are different from
those which have been furnished to us and upon which we have relied, the
conclusions as set forth above cannot be relied upon.
The opinions contained in this letter are rendered as of the date
hereof, and we undertake no, and hereby disclaim any, obligation to advise
you of any changes in or any new developments which might affect any
matters or opinions set forth herein.
Very truly yours,
Lance N. Kerr
Attorney-at-Law
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