LEGAL OPINION
The Law Offices of
Hamilton, Lehrer & Dargan, P.A.
555 South Federal Highway, Suite 270
Boca Raton, Florida 33432
(561) 416-8956
Facsimile: (561) 416-2855
December, 27, 2000
Board of Directors
C/o David Hancock
2015 Bird Creek Terrace, Suite 101
Temple Texas 76502
Re: Shares to be Registered on Form SB-2 (the "Shares")
Dear Mr. Hanock:
We have acted as counsel for COMMUNICATE NOW.COM INC., a Delaware
corporation (the "Company"), and certain of its shareholders (the "Selling
Shareholders") in connection with the registration of the Shares described in
the prospectus of the Company dated December 22, 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;
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
(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 as photostatic 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
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,
jurisdiction of its incorporation, and has full corporate power and authority to
own its properties and conduct business as described in the Registration
Statement.
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, with a par value of $.0001 per share, of which there are
outstanding 22,998,820 shares (including the Shares). We are not authorized to
issue Preferred Stock. 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
Brenda Lee Hamilton, Esq.
For the Firm
