Exhibit 5
The Law Offices of
Brenda Lee Hamilton, P.A.
555 South Federal Highway, Suite 400
Boca Raton, Florida 33432
(561)416-8956
Facsimile:(561)416-2855
Email: [email protected]
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May 26, 2000
Board of Directors
c/o Kenneth Legere
President and Director
Island Critical Care Corporation
85 Watts Drive
Charlottetown, Prince Edward Island
Re: Shares to be Registered on Form SB-2 (the "Shares")
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Dear Mr. Legere:
We have acted as counsel for Island Critical Care Corporation, a Delaware
corporation (the "Company"), and certain of its shareholders (the "Selling
Shareholders") in connection with the issuance of the Shares described in the
prospectus of the Company dated May 30, 2000 (the "Prospectus"), contained in
the Registration Statement on Form SB-2 of the Company.
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to our satisfaction of the following:
(a) Articles of Incorporation of the Company, as amended to date;
(b) By-laws of the Company, as amended to date;
(c) Certificates from the Secretary of State of the State of Delaware,
dated as of a recent date, stating that the Company is duly incorporated
and in good standing in the State of Delaware;
(d) Share Certificates of the Company;
(e) The Registration Statement and all exhibits thereto;
(f) Questionnaires completed and signed by all officers and directors of
the Company.
In addition to the foregoing, we have also relied as to matters of fact
upon the representations made by the Company and their representatives and upon
representations made by the Selling Shareholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us certified or photo static copies.
Based upon and in reliance upon the foregoing, and after examination of
such corporate and other records, certificates and other documents and such
matters of law as we have deemed applicable or relevant to this opinion, it is
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our opinion that the Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware and
has full corporate power and authority to own its properties and conduct its
business as described in the Registration Statement.
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, with a par value of $.001 per share, of which there are
outstanding 18,101,000 shares (including the Shares). Proper corporate
proceedings have been taken validly to authorize such authorized capital stock
and all the outstanding shares of such capital stock (including the Shares),
when delivered in the manner and/or on the terms described in the Registration
Statement (after it is declared effective), will be duly and validly issued,
fully paid and non-assessable. The shareholders of the Company have no
preemptive rights with respect to the Common Stock of the Company.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I
come within the category of a person whose consent is required under Section 7
of the Securities Act of 1933, or the general rules and regulations thereunder.
Very truly yours,
/s/ Brenda Lee Hamilton
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Brenda Lee Hamilton, Esq.
For the Firm
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