LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
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TELEPHONE: (954) 564-6616
FAX: (954) 561-0997
November 21, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Magicinc.com
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 1,500,000 shares of Common Stock of
Magicinc.com (the "Company"). The Shares are being registered pursuant to a
requirement of Section 5 of the Securities Act of 1933, as amended (the "Act")
pursuant to a Registration Statement filed with the Washington, D.C. Office of
the United States Securities and Exchange Commission (the "Registration
Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary,
in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of the Company.
The 1,500,000 shares of Common Stock are being registered and
distributed pursuant to the Company's Registration Statement. The shares of
Common Stock are now authorized but unissued.
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and
Exchange Commission, having been registered pursuant to the Registration
Statement will, when issued, be fully paid and non-assessable and there will be
no personal liability to the owners thereof.
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U.S. Securities and Exchange Commission
Page Two
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an Exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ RICHARD P. GREENE
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Richard P. Greene
For the Firm
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